Gadsden Growth Properties, Inc. entered into a stock purchase agreement to acquire FC Global Realty Incorporated (OTCPK:FCRE) in a reverse merger transaction on March 13, 2019. Under the terms, FC Global will issue 708.49 million common shares, 0.89 million shares of FC Global’s newly designated 7% Series A Cumulative Convertible Perpetual Preferred Stock, 11.89 million shares of FC Global’s newly designated Series B Non-Voting Convertible Preferred Stock and 2.5 million FC Global’s 10% Series C Cumulative Convertible Preferred Stock. The agreement provides that 278 million shares will that will be issued to Gadsden will be subject to forfeiture based on the reconciliation and adjustment of the net asset value of Gadsden’s assets and Gadsden’s proposed real estate investments that have not closed as of the closing date of the Stock Purchase Agreement. Gadsden will transfer and assign to FC Global all of the Class A limited partnership interests in Gadsden Growth Properties, L.P. and all of the general partnership interests in Gadsden Growth Properties. Gadsden will be considered the acquiring entity for accounting purposes in accordance with generally accepted accounting principles in the United States of America. Gadsden is required to pay a termination fee of $0.20 million if the agreement is terminated under specific circumstances and FC Global will be required to pay fee of $0.25 million in case of termination under different circumstances. The transaction is subject to customary closing conditions including the approval of the transaction by the vote from holders of two thirds Gadsden's outstanding shares, Gadsden’s 7% Series A Cumulative Convertible Perpetual Preferred Stock and Gadsden’s 10% Series C Cumulative Convertible Perpetual Preferred Stock, FC Global shall have, on a consolidated basis, not less than $0.80 million of unrestricted cash. The Board of Directors of FC Global and the Board of Directors of Gadsden have each approved the Stock Transaction and FC Global shall have received a letter of resignation from each member of its Board of Directors, other than the directors who are to be members of the Board after the Stock Transaction. Closing of the Stock Transaction is expected to occur within two weeks. Richard Morris of Allegaert Berger & Vogel LLP acted as legal advisor to Gadsden. Louis A. Bevilacqua of Bevilacqua PLLC acted as legal advisor to FC Global. Gadsden Growth Properties, Inc. completed the acquisition of FC Global Realty Incorporated (OTCPK:FCRE) in a reverse merger transaction on April 5, 2019. As of April 5, 2019, amended the stock purchase agreement was amended and FC Global issued 430.31 million shares, 0.89 million Series A Preferred Stock, 11.7 million Series B Preferred Stock and 2.5 million Series C Preferred Stock. An additional 278.18 million shares will be issued to Gadsden upon filing of the Charter Amendment. Following issuance of the Shares and the Holdback Shares, Gadsden will own approximately 96.31% of the FC Global's outstanding voting securities, resulting in a change of control of the company. The new Board of combined company will consists of John Hartman, George Bell, Brian Ringel, James Wales, Jay Gratz, B.J. Parrish and Robert G. Watson. As of May 2, 2019, FC Global and Gadsden entered into amendment No. 2 to stock purchase agreement and FC Global will issue to Gadsden Growth 229.1 million shares, 0.89 million shares of Series A Preferred Stock, 6.26 million Series B Preferred Stock, 0.5 million Series C Preferred Stock, 5.43 million shares of Series B Preferred Stock, 2 million shares of Series C Preferred Stock to FHDC, stockholder of Gadsden. In connection with the amendment, on May 2, 2019, FC Global entered into a cancellation and exchange agreement with Gadsden and FHDC, pursuant to which FHDC agreed to cancel 5.43 million of its Series B Non-Voting Convertible Preferred Stock and 2 million shares of its 10% Series C Cumulative Convertible Preferred Stock of Gadsden held by it in exchange for the FHDC shares. FC Global cancelled 201.2 million of common stock issued to Gadsden and Gadsden placed a number of its remaining shares equal to the holdback shares into the Gadsden specified account. In addition, in accordance with the terms of the exchange agreement, FC Global cancelled 5.43 million shares of Series B Preferred Stock and 2 million shares of Series C Preferred Stock issued to Gadsden and issued such shares to FHDC. Following filing of the designation amendment on May 6, 2019, FC Global also issued an additional 49 shares of Series B Preferred Stock to Gadsden.