UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1322, 2019 ~~(February 12, 2019)~~

ICTV BRANDS INC.

(Exact name of registrant as specified in its charter)

Nevada

000-49638

76-0621102

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

489 Devon Park Drive, Suite 306

Wayne, PA 19087

(Address of principal executive offices)

484-598-2300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

ITEM 5.02 ~~Compensatory~~DEPARTURE ~~Arrangements~~OF ofPRINCIPAL ~~Certain~~OFFICER; ~~Officers~~APPOINTMENT OF PRINCIPAL OFFICER

~~As previously~~On ~~reported~~February on20, ~~March~~2019, 1Ernest P. Kollias, ~~2017~~Jr., the Chief Financial Officer of ICTV Brands Inc. (the “Company”), ~~entered~~notified ~~into~~Kelvin anClaney, ~~employment~~the ~~agreement,~~Company’s ~~effective~~Chief ~~January~~Executive 1,Officer ~~2017~~and (Chairman of the ~~“Employment~~Board ~~Agreement”)~~of Directors, ~~with~~of ~~Kelvin~~Mr. ~~Claney~~Kollias’ decision to resign from the position of CFO to pursue other opportunities, ~~its~~pursuant ~~Chief~~to ~~Executive~~his ~~Officer~~letter dated January 30, in2019 ~~order~~and tofollowing ~~ensure~~subsequent discussions with Mr. ~~his~~Claney ~~continuing~~relating ~~long-term~~to ~~services~~Mr. ~~The~~Kollias’ ~~term~~contemplated ofresignation. Mr. Kollias’ resignation will be effective March 31, 2019 and he will continue to act as the ~~Employment~~Company’s ~~Agreement~~CFO isuntil anthat ~~initial~~time. ~~term~~After ofMarch ~~three~~31, ~~years~~2019, ~~with~~Mr. ~~automatic~~Kollias ~~renewals each~~intends ~~year~~to ~~for~~provide aservices to ~~new~~the ~~three-year~~Company ~~term~~as a consultant.

On February 1222, 2019, the ~~Company~~Board ~~and~~of ~~Mr.~~Directors appointed ~~Claney~~Craig ~~entered~~J. ~~into an amendment to the Employment Agreement~~Millman, ~~effective January 1, 2019 (~~the ~~“Amendment”).~~Company’s ~~The~~current ~~Amendment~~Vice ~~provides~~President ~~that~~of ~~Mr.~~Financial ~~Claney~~Reporting, ~~will serve~~ as the Company’s interim Chief ~~Executive~~Financial Officer, ~~responsible~~ ~~for~~effective ~~all~~April of1, ~~the~~2019, ~~Company’s~~to ~~business~~serve ~~operations.~~as ~~During~~such ~~his~~until ~~term~~such time as ~~CEO,~~the ~~Mr.~~Board ~~Claney~~of ~~has~~Directors ~~the~~names ~~right~~a atnew ~~any time,~~Chief ~~upon~~Financial 60Officer. ~~days~~The ~~written~~Company ~~notice~~will topay ~~the~~Mr. ~~Company’s~~Millman ~~Board~~an annual salary of ~~Directors~~$160,000, toa ~~resign~~$600 ~~his~~per ~~position~~month asallowance ~~CEO~~for vehicle expenses, and ~~become~~full ~~Creative~~healthcare ~~Director of~~benefits. ~~the~~Mr. ~~Company,~~Millman ~~responsible~~will ~~for~~also ~~product~~be ~~identification~~entitled ~~and~~to ~~development,~~20 ~~infomercial~~days ~~and~~of ~~video~~paid ~~commercial~~vacation ~~development~~per year and ~~product sales~~will ~~initiatives.~~be Ifeligible ~~Mr.~~to ~~Claney~~participate in ~~chooses~~the tostandard ~~resign~~benefits asplans ~~CEO~~offered ~~and~~to ~~become~~similarly ~~Creative~~situated ~~Director,~~employees heby ~~will~~us ~~receive~~from atime ~~base~~to ~~salary~~time, subject to beplan ~~agreed upon,~~terms ofand ~~not~~our generally ~~less~~applicable ~~than $195,000~~policies.

~~Pursuant to the Amendment,~~ Mr. ~~Claney~~Millman, ~~will~~age ~~receive an annual base salary of $190~~57,~~000,~~ ~~which~~is ~~reflects~~ a ~~temporary~~Certified ~~reduction in base salary~~Public ~~to which Mr~~Accountant. ~~Claney~~From ~~agreed initially from April 1,~~ 2014-2018 ~~through December 31~~, ~~2018, and which~~ Mr. ~~Claney~~Millman ~~has~~was ~~agreed to continue until~~ the ~~next~~Chief ~~calendar~~Financial ~~quarter~~Officer ~~in which the Company reports a net income~~ for ~~the~~CBC ~~quarter,~~Settlement ~~as determined by reference to the Company’s quarterly financial statements as reviewed by the Company’s independent auditors. Thereafter~~Funding, MrLLC. ~~Claney’s~~He ~~base~~is ~~salary will~~a ~~revert~~seasoned ~~back to $290,000 as set forth in the Employment Agreement. The temporary reduction in Mr. Claney’s base salary~~financial ~~does~~executive ~~not~~with ~~affect~~more ~~his~~than ~~base~~25 ~~salary~~years ~~for purposes~~ of ~~calculating~~experience, ~~any~~holding ~~compensation~~several ~~that~~positions ~~would~~including beCFO, ~~due~~Controller ~~upon~~and aDirector ~~termination~~ of MrFinance. ~~Claney’s~~ ~~employment. As compensation for the temporary reduction in base salary,~~ Mr. ~~Claney~~Millman ~~will~~received ~~receive 250,000 shares of the Company’s common stock and will be granted options under the Company’s 2011 Incentive Stock Option Plan to purchase an additional 350,000 shares with~~ a ~~ten-year~~Bachelor ~~expiration and at an exercise price~~ of ~~$.05~~Business ~~per~~Administration ~~share.~~degree ~~The~~in ~~Amendment~~Accounting ~~also~~from ~~provides~~Temple ~~that~~University ~~the~~in ~~Company will~~1983 ~~reimburse Mr. Claney for Medicare premiums~~ and ~~for~~a ~~the~~Master ~~reasonable cost~~ of ~~supplemental health insurance for him and his spouse,~~ asBusiness ~~approved~~Administration bydegree ~~the~~from ~~Company’s~~Villanova ~~Compensation~~University ~~Committee~~in 1992.

~~Except as amended by the Amendment, all terms and conditions of the Employment Agreement remain unchanged and in full force and effect.~~SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits

	ICTV BRANDS INC.

Date: February 22, 2019	By:	/s/ Kelvin Claney
	Name:	Kelvin Claney
	Title:	Chief Executive Officer

Unless otherwise indicated, the following exhibits are filed herewith:

Exhibit No.		Description of Exhibit
10.1		Amendment No. 1 to Employment Agreement of Kelvin Claney, dated February 12, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ICTV BRANDS INC.
Date: February 13, 2019	By:	/s/ Kelvin Claney
	Name:	Kelvin Claney
	Title:	Chief Executive Officer

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