0001615774-18-011128.txt : 20181019 0001615774-18-011128.hdr.sgml : 20181019 20181019162527 ACCESSION NUMBER: 0001615774-18-011128 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181019 DATE AS OF CHANGE: 20181019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FC Global Realty Inc CENTRAL INDEX KEY: 0000711665 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 592058100 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-222656 FILM NUMBER: 181130694 BUSINESS ADDRESS: STREET 1: 2300 COMPUTER DRIVE STREET 2: BUILDING G, CITY: WILLOW GROVE STATE: PA ZIP: 19090 BUSINESS PHONE: 2156193600 MAIL ADDRESS: STREET 1: 2300 COMPUTER DRIVE STREET 2: BUILDING G, CITY: WILLOW GROVE STATE: PA ZIP: 19090 FORMER COMPANY: FORMER CONFORMED NAME: PHOTOMEDEX INC DATE OF NAME CHANGE: 20000811 FORMER COMPANY: FORMER CONFORMED NAME: LASER PHOTONICS INC DATE OF NAME CHANGE: 19920703 RW 1 s113394_rw.htm RW

FC Global Realty Incorporated

2300 Computer Drive, Building G

Willow Grove, PA 19090

October 19, 2018

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Mr. Caleb French

Re:

FC Global Realty Incorporated

Request for Withdrawal of Registration Statement on Form S-3

(File No. 333-222656)

Dear Mr. French:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), FC Global Realty Incorporated (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Registrant’s Registration Statement on Form S-3 (File No. 333-222656), initially filed with the Commission on January 23, 2018, as thereafter amended, together with all exhibits thereto (the “Registration Statement”).

The Registrant is requesting withdrawal of the Registration Statement because the Registrant has determined it is not presently eligible to file a registration statement on Form S-3. At this time, the Registrant believes that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors as contemplated by Rule 477 under the Securities Act.

The Registration Statement was never declared effective. The Registrant confirms that no securities have been sold pursuant to the Registration Statement. Pursuant to Rule 477(c), the Registrant advises the Commission that it may, upon consideration of its financing and strategic options, undertake a subsequent private offering in reliance on Rule 155(c) promulgated under the Securities Act.

The Registrant requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.

Please send the written order granting withdrawal of the Registration Statement to the undersigned at FC Global Realty Incorporated, 2300 Computer Drive, Building G, Willow Grove, PA 19090, facsimile number (215) 657-5161, with a copy to the Company’s counsel, Bevilacqua PLLC, Attn: Louis A. Bevilacqua, 1050 Connecticut Avenue, NW, Suite 500, Washington, DC 20036, facsimile number (202) 869-0889.

If you have any further questions regarding this request for withdrawal, or if you require any additional information, please contact the undersigned at (215) 619-3600 or Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888.

	Sincerely, FC Global Realty Incorporated

	By:	/s/ Michael R. Stewart
		Michael R. Stewart
		Chief Executive Officer

cc: Louis A. Bevilacqua, Esq.