ANNEX A – FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION

ANNEX B – CONTRIBUTION AGREEMENT 

ANNEX C – FORM OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION

PHOTOMEDEX, INC.

2300 Computer Drive, Building G

Willow Grove, Pennsylvania 19090

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

January [*],To be held on September xx, 2017

INTRODUCTION

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of PhotoMedex, Inc. (“we,” “us,” “our” “PhotoMedex” or the “Company”) for use at the annual meeting of shareholdersstockholders of the Company and at all adjournments and postponements thereof (the “Meeting”). The Meeting will be held at 9:30 a.m. local time at the offices of our counsel, Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11 ^th Floor,The Cornell Club - New York, 6 East 44th Street, New York, 10105,NY 10017, for the following purposes:

The Board unanimously recommends a vote “FOR” the First Charter Proposal, the Contribution Securities Issuance Proposal, the Second Charter Proposal, each of the director nominees, the Auditor Proposal, the Asset Sale Proposal, the Advisory Resolution on Executive Compensation, that such advisory votes should be made every three years, and the Adjournment Proposal ..Proposal.

ShareholdersStockholders of record of our common stock at the close of business on November 30, 2016xxx, 2017 (the “Record Date”) will be entitled to notice of, and are cordially invited to attend, thisthe Meeting and to attend any adjournment or postponement thereof. However, to assure your representation at the Meeting, please vote your proxy via the internet, by telephone, or by completing, dating, signing and returning the enclosed proxy. Even if you have previously submitted your proxy, you may choose to vote in person at the Meeting. Whether or not you expect to attend the Meeting, please read the proxy statement and then promptly vote your proxy in order to ensure your representation at the Meeting.

The costs of preparing, assemblingThis proxy solicitation is being made and mailing this proxy statement and the other materials enclosed and all clerical and other expenses of solicitation will be paid for by the Company.Company on behalf of its Board. In addition, to the solicitation of proxies by mailing,we may retain a third party proxy solicitor for which we may incur fees. Our directors, officers and employees of the Company, without receiving additional compensation, may also solicit proxies by personal interview, mail, e-mail, telephone, facsimile or other means of communication. These persons will not be paid any additional compensation for their efforts. We will also request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of shares of our common stock that the brokers and fiduciaries hold of record. Upon request, we will reimburse them for their reasonable out-of-pocket expenses. In addition, we may retain third parties to assist in the solicitation.will indemnify our proxy solicitor against any losses arising out of that firm’s proxy soliciting services on our behalf.

NeitherNone of the Asset Sale, nor any other proposals included in this proxy statement has been approved or disapproved by the Securities and Exchange Commission (the “SEC”), and the SEC has not passed upon the fairness or merits of the Asset Sale or the otherany proposals nor upon the accuracy or adequacy of the information contained in this proxy statement. Any representation to the contrary is unlawful.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE PROPOSALS

The following are some questions that you, as a shareholderstockholder of the Company, may have regarding the Meeting and the proposals and brief answers to such questions. We urge you to carefully read this entire proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement because the information in this section does not provide all the information that may be important to you as a shareholderstockholder of the Company with respect to the proposals. See "Where“Where You Can Find More Information."”

THE ANNUAL MEETING

When and where will the Meeting take place?

The Meeting will be held on January [*],September xx, 2017 at 9:30 a.m. local time at the offices of our counsel, Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11 ^th Floor,The Cornell Club - New York, 6 East 44th Street,| New York, 10105.NY 10017.

What proposals are the shareholdersstockholders being asked to consider?

At the Meeting, you will be asked to vote upon:upon the First Charter Proposal, the Contribution Securities Issuance Proposal, the Second Charter Proposal, the Director Proposal, the Auditor Proposal, and the Adjournment Proposal.

What are the recommendations of the Board?

The Board has approved the fivesix proposals and unanimously recommends that the shareholdersstockholders vote “FOR” each ofproposal, including “FOR” each director nominees, the Auditor Proposal, the Asset Sale Proposal, the Advisory Resolution on Executive Compensation, and the Adjournment Proposal.nominee.

What is the Record Date for the Meeting?

Holders of our common stock as of the close of business on November 30, 2016,xxx, 2017, the Record Date for the Meeting, are entitled to notice of, and to vote at, the Meeting and any postponements or adjournments of the Meeting.

Who can vote at the Meeting?

Shareholders Stockholders who owned shares of our common stock on the Record Date may attend and vote at the Meeting. There were [ ]xx shares of common stock and xx shares of the Company’s newly designated non-voting Series A Convertible Preferred Stock outstanding on the Record Date. All shares of common stock have one vote per share and vote together as a single class.class; no shares of the Series A Convertible Preferred Stock may vote upon any proposal. Information about the stockholdings of our directors and executive officers is contained in the section of this proxy statement entitled “Beneficial“Security Ownership of Principal Stockholders, OfficersCertain Beneficial Owners and Directors” on page 78 of this proxy statement.Management.”

What is the proxy card?

The proxy card enables you to appoint Michele Pupach, our Corporate Counsel and Secretary, as your representative at the Meeting. By completing and returning the proxy card as described herein, you are authorizing this person to vote your shares at the Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Meeting. Even if you plan to attend the Meeting, we think that it is a good idea to complete and return your proxy card before the Meeting date just in case your plans change. If a proposal comes up for vote at the Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to Ms. Pupach’s best judgment.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most of our stockholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record

If, on the Record Date, your shares were registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, you are a “stockholder of record” who may vote at the Meeting, and we are sending these proxy materials directly to you. As the stockholder of record, you have the right to direct the voting of your shares by returning the enclosed proxy card to us, by voting online or to vote in person at the Meeting. Whether or not you plan to attend the Meeting, please complete, date and sign the enclosed proxy card or vote online to ensure that your vote is counted.

Beneficial Owner

If, on the Record Date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares held “in street name,” and these proxy materials are being forwarded to you by your broker or nominee who is considered the stockholder of record for purposes of voting at the Meeting. As the beneficial owner, you have the right to direct your broker on how to vote your shares and to attend the Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank or other nominee holder. If you do not make this request, you can still vote by using the voting instruction card enclosed with this proxy statement; however, you will not be able to vote in person at the Meeting.

What is the quorum required for the Meeting?

The representation in person or by proxy of holders of at least a majority of the issued and outstanding shares of our common stock entitled to vote at the Meeting is necessary to constitute a quorum for the transaction of business at the Meeting.

Assuming that a quorum is present, what vote is required to approve the proposals to be voted upon at the Meeting?

The approval of the First Charter Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock of the Company not beneficially owned by “interested stockholders” (as defined in Section 78.423 of the Nevada Revised Statutes) or their affiliates and associates.

The approval of the Contribution Securities Issuance Proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Meeting.

The approval of the Second Charter Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock of the Company.

The election of each director nominee requires the affirmative vote of a plurality of votes of the shares cast at the election.

The ratificationapproval of the appointment of Grant Thornton IsraelAuditor Proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at a duly called meeting.the Meeting.

The approval of the Asset Sale Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock of the Company.

The approval of an Advisory Resolution on Executive Compensation requires the affirmative vote of a majority of the issued and outstanding shares of common stock of the Company.

The frequency of Advisory Resolutions on Executive Compensation requires the affirmative vote of a majority of the issued and outstanding shares of common stock of the Company.

The annual meetingMeeting may be adjourned by the affirmative vote of a majority of the shares present in person or represented by proxy at a duly called meeting.the Meeting.

How do I vote?

ShareholdersStockholders have four voting options. You may vote using one of the following methods:

What are the effects of not voting or abstaining? What are the effects of broker non-votes?

If you do not vote by virtue of not being present in person or by proxy at the Meeting, your shares will not be counted for purposes of determining the existence of a quorum.

Abstentions will be counted for the purpose of determining the existence of a quorum, however, they will not be considered in determining the number of votes cast. Accordingly, an abstention will have no effect on the Contribution Securities Issuance Proposal, the Director Proposal, the Auditor Proposal, or the Adjournment Proposal, but will be treated in the same manner as a vote against the Asset SaleFirst Charter Proposal and the Second Charter Proposal.

Broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. These matters are referred to as “non-routine” matters. Broker non-votes will be counted for the purpose of determining the existence of a quorum, however the DirectorFirst Charter Proposal, the Contribution Securities Issuance Proposal, the Second Charter Proposal, and the Asset SaleDirector Proposal are “non-routine” matters. Thus, in tabulating the voting result for these proposals, shares that constitute broker non-votes are not considered votes cast on those proposals.

What does it mean if I received more than one proxy card?

If your shares are registered differently or in more than one account, you will receive more than one proxy card. Sign and return all proxy cards to ensure that all of your shares are voted.

What happens if I don’t indicate how to vote my proxy?

If you just sign your proxy card without providing further instructions, your shares will be counted as a vote “for” each of the director nominees, the Auditor Proposal, the Asset Sale Proposal and the Adjournment Proposal and a vote “for” for all of the other proposals being placed before our shareholders at the Meeting.proposals.

What happens if I sell my shares after the record date but before the Meeting?

The Record Date for the Meeting is earlier than the date of the Meeting and the date on which the Asset Sale is expected to be completed.Meeting. If you transfer your shares after the Record Date but before the date of the Meeting, you will retain your right to vote at the Meeting (provided that such shares remain outstanding on the date of the Meeting), but you will not have the right to receive consideration from the Asset Sale, if any..

What if I change my mind after I return my proxy?

You may revoke your proxy and change your vote at any time before the polls close at the Meeting. You may do this by:

Please note, however, that if your shares are held of record by a brokerage firm, bank or other nominee, you must instruct your broker, bank or other nominee that you wish to change your vote by following the procedures on the voting form provided to you by the broker, bank or other nominee. If your shares are held in street name, and you wish to attend and vote at the Meeting, you must bring to the Meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.Simply attending the Meeting will not constitute a revocation of your proxy.

Who can help answer my other questions?

If you have more questions about the proposals or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact PhotoMedex, Inc., Attn: Corporate Secretary, 2300 Computer Drive, Building G, Willow Grove, Pennsylvania 19090, telephone number 215-619-3600.

QUESTIONS PERTAINING SPECIFICALLY TO THE ASSET SALE PROPOSAL

Why did the Company enter into the Asset Purchase Agreement?SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The decision by the Board to approve the entry into the Asset Purchase Agreement was based on a careful evaluation of the Company's strategic alternatives following an extensive strategic review process with the assistance of our financial and legal advisors. After considering the Company's strategic alternatives, the opportunities for our Other Businesses and the advice of the Company's financial and legal advisors, the Board determined that the sale of the Radiancy Business pursuant to the Asset Purchase Agreement was desirable and in the best interests of the Company. See "Proposal No. 3: The Asset Sale-Reasons for the Asset Sale."

What will happen if the Asset Sale is authorized by our shareholders?

If the Asset Sale is authorized by the requisite shareholder vote and the other conditions to the consummation of the Asset Sale are satisfied or waived, we will sell substantially all of our assets primarily related to or used in the Radiancy Business to the Purchaser. At closing of the Asset Sale we will receive $3 million in cash and at or prior to the 90 ^th day following the closing date, we will receive $2 million in cash. We will also be entitled to $4.5 million in cash in the form of future royalty payments made by the Purchaser relating to the Radiance Business. See “Proposal No. 3: The Asset Sale-The Asset Purchase Agreement-Consideration to be Received by PhotoMedex” We would retain certain excluded assets of the Radiancy Business and all of the liabilities associated with the Consumer Products as well as all other debts and liabilities of the Company, including expenses related to our Other Businesses, corporate functions, our remaining senior executives, certain corporate vendors and professional advisors and responsibility for ongoing existing litigation.

What will happen if the Asset Sale is not authorized?

Pursuant to the terms of the Asset Purchase Agreement, if we fail to obtain a shareholder vote in favor of the Asset Sale Proposal, the Asset Purchase Agreement may be terminated, and, in the event of such termination, the Asset Sale will not occur. As a result, we will likely be unable to pay existing debts and continue operations in the current form, and may be required to seek protection under bankruptcy. See “Proposal No. 3: The Asset Sale-The Asset Purchase Agreement-Termination of the Asset Purchase Agreement” and “Risk Factors.”

What is the purchase price to be received by the Company?

The consideration to be received by the Company in the Asset Sale is $9.5 million in cash payable as follows: (i) at closing of the Asset Sale we will receive $3 million in cash, (ii) at or before the 90 ^th day following the closing date, we will receive $2 million in cash and (iii) following closing, we will be entitled to receive $4.5 million in cash in the form of future royalty payments made by the Purchaser relating to the Radiance Business. The $2 million payment is to be guaranteed by a letter of credit for the benefit of the Company. However, the letter of credit is only valid until the earlier of 180 days after the letter of credit was issued, or until full payment upon demand and presentation on or after January 3, 2017. Accordingly, if the Asset Sale does not close until April 2017, the letter of credit may no longer be valid at the time that the $2 million payment from the Purchaser is due and we may be unable to collect the $2 million payment for the Asset Sale. Likewise, the final $4.5 million payment will be paid solely on the basis of future royalty payments and is not secured by the Radiancy Business or any other assets. Accordingly, our receipt of the final payment will be contingent upon the Purchaser’s ability to sell the Consumer Products. See “Proposal No. 3: The Asset Sale -The Asset Purchase Agreement-Consideration to be Received by PhotoMedex” and “Risk Factors” on page 47 for a discussion of the contingent nature of the $2.0 million and $4.5 million payments.

What are the material terms of the Asset Purchase Agreement?

In addition to the cash consideration we will receive at the closing of the Asset Sale, the Asset Purchase Agreement contains other important terms and provisions, including our obligation to indemnify the Purchaser from certain damages arising out of the transaction. See “Proposal No. 3: The Asset Sale-The Asset Purchase Agreement.”

What are the Interests of Certain Persons in the Asset Sale?

The Asset Sale will constitute a change of control pursuant to certain outstanding employment agreements and under the terms of our outstanding equity incentive plan. As a result, certain officers, directors and employees may receive a substantial tangential benefit from the Asset Sale. Specifically, the following payments may be made from the proceeds of the Asset Sale as from well as from other Company assets:

As noted in Use of Proceeds on page 43, we will use certain portions of the proceeds from the Asset Sale, as well as from other assets of the Company, to satisfy these outstanding liabilities. We will utilize the remaining portions of the proceeds, including parts of the initial $3.0 million cash payment, the second payment of $2.0 million due 90 days after closing, and payments from the $4.5 million in royalty, to expand the Company’s LHE business, address the Company’s outstanding liquidity issues, and explore alternative investments for the Company. Furthermore, as settable sets forth below and in the Risk Factors beginning on page 47, our financial condition as of September 30, 2016 raises substantial doubt about our ability to continue as a going-concern, particularly should the Asset Sale not be completed.

Dr. Dolev Rafaeli, our Chief Executive Officer and a director, and Mr. Dennis McGrath, our President, Chief Financial Officer and a director, each have employment agreements that provide for a variety of benefits upon a change of control. Upon consummation of the Asset Sale, each of Dr. Rafaeli and Mr. McGrath would be permitted to resign for “good reason” and receive the following benefits:

•           Receipt of base salary and cash bonuses for the remainder of the term of their respective employment agreements (each of which are effective through December 31, 2018) - See “Proposal 1: Election of Directors - Executive Compensation” for more information;

•           COBRA payments, life insurance payments, and long and short-term disability coverage;

•           full acceleration of their outstanding equity awards (any outstanding options will remain exercisable until the earlier of the 60-month following the change of control or the 12-month anniversary of the respective termination date for each officer, and the option’s expiration date) - See “Proposal 1: Election of Directors - Executive Compensation” for more information;

•           Any other amounts earned, accrued and owing but not yet paid and any benefits accrued and due under any applicable benefit plans and programs. Both Dr. Rafaeli and Mr. McGrath have certain bonuses for the years 2015 and 2016 which have been earned, accrued and are owing but have not yet been paid. For the year 2015, Dr. Rafaeli earned a quarterly bonus, each quarter, of $300,000, and Mr. McGrath earned his guaranteed minimum annual bonus of $316,000. As of September 30, 2016, Dr. Rafaeli’s total bonus of $2,400,000 remains accrued but unpaid. As of September 30, 2016, part of Mr. McGrath’s bonus for fiscal year 2015 and the bonus for the first three quarters of 2016, totaling $300,200, remains accrued but unpaid.

Additionally, upon termination of Dr. Rafaeli's employment for any reason, the Company will pay for his household relocation costs between the U.S. and Israel, all reasonable out of pocket relocation expenses, and the equivalent of economy class airfare tickets for all of his family members from the U.S. to Israel.

Additionally, the Asset Sale will constitute a change of control pursuant to our 2005 Incentive Plan. Therefore, upon consummation of the Asset Sale, all outstanding restricted stock awards issued under the 2005 Incentive Plan will immediately vest, including awards of 22,500 shares of restricted stock to Dr. Rafaeli and 16,500 shares of restricted stock to Mr. McGrath.

As of September 30, 2016, the following directors fees remained unpaid to the independent members of the board of directors: $20,000 to Lewis C. Pell, $525,000 to Dr. Yoav Ben-Dror, $20,000 to Stephen P. Connelly, and $25,000 to Dr. Dan Amiram..

Following the completion of the Asset Sale and receipt of both the $3 million cash upon closing and the $2 million in cash on or before the 90^thday following closing, we anticipate paying the outstanding board fees of $110,000 to the independent members of our board of directors, as well as the outstanding bonuses owed to Dr. Rafaeli and Mr. McGrath of $2,400,000 and $300,200, respectively. Furthermore, Dr. Rafaeli and Mr. McGrath upon closing of the Asset Sale, will continue to receive their regular salary, bonus and benefit payments on a monthly basis as provided in their employment agreements through December 31, 2018. The independent board members will continue to receive their meeting and committee fees on a prospective basis as set forth in the agreements between the Company and its independent board members.

As set forth below and in the Risk Factors beginning on page 47, our financial condition as of September 30, 2016 raises substantial doubt about our ability to continue as a going-concern, particularly should the Asset Sale not be completed.

As of September 30, 2016, we had an accumulated deficit of approximately $117 million. To date, we have dedicated most of our financial resources to sales and marketing, general and administrative expenses and research and development. Our cash and cash equivalents as of September 30, 2016 were approximately $1.6 million, including restricted cash of approximately $342 thousand. We have historically financed our activities with cash from operations, the private placement of equity and debt securities, borrowings under lines of credit and, in the most recent periods, with sale of certain assets and business units. We will be required to seek additional financing in order to support our operations. We are addressing our liquidity needs by seeking additional funding from lenders as well as selling certain of our product lines to a third party. There are no assurances, however, that we will be able to obtain an adequate level of funding required for the short and long-term support of our operations.

These conditions raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements as reported on our Quarterly Report on Form 10-Q for the period ending September 30, 2016   do not include any adjustments to reflect the possible future effects on recoverability and classification of liabilities that may result from the outcome of this uncertainty. If we cannot raise these funds or complete the Asset Sale, we could be forced into bankruptcy or liquidation.

In light of this uncertainty, and should the Asset Sale not be completed, the payments described above to Dr. Rafaeli, Mr. McGrath and the independent board members will not be paid in full, and the failure to make such payments would constitute, in the case of Dr. Rafaeli and Mr. McGrath, a potential breach in their employment agreements with the Company.

How would the proceeds from the Asset Sale be used?

As set forth in SUMMARY TERM SHEET RELATED TO THE ASSET SALE PROPOSALon page 42,the proceeds from the Asset Sale will be received by the Company, not our shareholders. The Company will use a portion of the proceeds to pay for transaction costs associated with the Asset Sale, to repay certain indebtedness (including vendor indebtedness related to the Consumer Business), to pay professional fees and for general working capital purposes. The remaining proceeds from the Asset Sale may be used, at the discretion of the Board, to repay other indebtedness, provide liquidity to the Company's shareholders through one or more special dividends or repurchases of outstanding shares of the Company's common stock, invest in our Other Businesses, invest in a new business, or a combination thereof.

What does the Board recommendinformation regarding the Asset Sale Proposal?

Our Board has determined that the terms and conditions of the Asset Purchase Agreement and the transactions contemplated thereby, including the Asset Sale, are desirable to and in the best interests of the Company. This determination was made by a unanimous vote of the members of the Board present at the meeting. Our Board unanimously recommends that you vote "FOR" the Asset Sale Proposal.

Do I have dissenters' rights in connection with the Asset Sale?

Shareholders may vote against the authorization of the Asset Sale Proposal, but under Nevada law dissenters' rights are not provided to shareholders in connection with the Asset Sale because, among other reasons, our common stock was listed on a national securities exchange as of the Record Date for the Meeting.

Are there any risks to the Asset Sale?

Yes. You should carefully read the section entitled "Risk Factors."

What are the U.S. federal income tax consequences of the Asset Sale to U.S. shareholders?

Our U.S. shareholders will not realize any gain or loss for U.S. federal income tax purposes as a result of the Asset Sale. See "Proposal No. 3: The Asset Sale-U.S. Federal Income Tax Consequences of the Asset Sale."

When is the closing of the Asset Sale expected to occur?

If the Asset Sale is authorized by our shareholders and all conditions to completing the Asset Sale are satisfied or waived prior to such authorization, the closing of the Asset Sale is expected to occur shortly after the Meeting.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

THIS PROXY STATEMENT CONTAINS FORWARD-LOOKING STATEMENTS THAT HAVE BEEN MADE PURSUANT TO PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS REPRESENT THE COMPANY'S EXPECTATIONS OR BELIEFS CONCERNING FUTURE EVENTS, INCLUDING ANY STATEMENTS REGARDING: THE SATISFACTION OF CERTAIN CLOSING CONDITIONS SPECIFIED IN THE ASSET PURCHASE AGREEMENT, THE COMPANY'S ABILITY TO SUCCESSFULLY CLOSE THE ASSET SALE AND THE TIMING OF SUCH CLOSING, THE DIVERSION OF MANAGEMENT'S FOCUS AND ATTENTION PENDING THE COMPLETION OF THE ASSET SALE, THE IMPACT OF THE ANNOUNCEMENT OF THE ASSET SALE ON THE TRADING PRICE OF THE COMPANY'S COMMON STOCK, THE COMPANY'S BUSINESS AND THE COMPANY’S RELATIONSHIPS WITH ITS CUSTOMERS, SUPPLIERS AND EMPLOYEES, THE RECEIPT AND USE OF THE CASH CONSIDERATION TO BE RECEIVED BY THE COMPANY UNDER THE ASSET PURCHASE AGREEMENT, THE RESULTS OF OPERATIONS OF THE COMPANY'S OTHER BUSINESSES, THE SUFFICIENCY OF THE COMPANY'S CASH BALANCES AND CASH USED IN OPERATIONS, FINANCING AND/OR INVESTING ACTIVITIES FOR ITS FUTURE LIQUIDITY AND CAPITAL RESOURCE NEEDS. WITHOUT LIMITING THE FOREGOING, THE WORDS "BELIEVES," "INTENDS," "PROJECTS," "PLANS," "EXPECTS," "ANTICIPATES" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY FROM THESE PROJECTIONS. INFORMATION REGARDING THE RISKS, UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE RESULTS IN THESE FORWARD-LOOKING STATEMENTS ARE DISCUSSED UNDER THE SECTION "RISK FACTORS" IN THIS PROXY STATEMENT. PLEASE CAREFULLY CONSIDER THESE FACTORS, AS WELL AS OTHER INFORMATION CONTAINED HEREIN AND IN THE COMPANY'S PERIODIC REPORTS AND DOCUMENTS FILED WITH THE SEC. THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS PROXY STATEMENT ARE MADE ONLY AS OF THE DATE OF THIS PROXY STATEMENT. WE DO NOT UNDERTAKE ANY OBLIGATION TO UPDATE OR SUPPLEMENT ANY FORWARD-LOOKING STATEMENTS TO REFLECT SUBSEQUENT EVENTS OR CIRCUMSTANCES, EXCEPT AS REQUIRED BY LAW.

THE ANNUAL MEETING

Time, Date and Place

The Meeting will be held on January [*], 2017 at 9:30 a.m. local time at the offices of our counsel, Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11 ^th Floor, New York, New York 10105.

Proposals

At the Meeting, holders of sharesbeneficial ownership of our common stock as of June 1, 2017 (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group. Unless otherwise specified, the Record Date will consider and vote upon:

A descriptionaddress of each of the proposalspersons set forth below is included in this proxy statement. A copycare of the Asset Purchase Agreement related to the Asset Sale Proposal is attached as Annex Ato this proxy statement.

Required Vote

Proposal No. 1: The Election of Directors

The election of each director nominee requires the affirmative vote of a plurality of votes of the shares cast at the election. For each director nominee, you may vote "FOR," or "WITHHOLD" your vote for such nominee.Failures to vote, abstentions and broker non-votes will have no effect on the Director Proposal.

Proposal No. 2: The Auditor Proposal

The ratification of the appointment of Grant Thornton Israel requires the affirmative vote of a majority of the shares present in person or represented by proxy at a duly called meeting. You may vote "FOR," "AGAINST" or "ABSTAIN." Failures to vote and abstentions will have no effect on the Auditor Proposal. Because the Auditor Proposal is a “routine” matter, brokers may vote on this matter without instruction from the beneficial owner as long as no instruction is given.

Proposal No. 3: The Asset Sale Proposal

The authorization of the Asset Sale Proposal requires the affirmative vote of a majority of the issued and outstanding shares of common stock entitled to vote thereon. You may vote "FOR," "AGAINST" or "ABSTAIN." Failures to vote, abstentions and broker non-votes will all be counted in the same manner as votes "AGAINST" the Asset Sale Proposal.

Proposal No. 4: The Advisory Vote on Executive Compensation

The advisory vote on executive compensation requires an affirmative vote of a majority of the issued and outstanding shares of common stock entitled to vote thereon. You may vote "FOR," "AGAINST" or "ABSTAIN." Failures to vote, abstentions and broker non-votes will all be counted in the same manner as votes "AGAINST" the Advisory Vote.

Proposal No, 5: Frequency of Future Advisory Votes on the Compensation Paid to the Company’s Named Executive Officers

The approval of an advisory resolution on future advisory votes on the compensation paid to the Company’s Named Executive Officers requires the affirmative vote of a majority of the shares present in person or represented by proxy at a duly called meeting on one of the three presented options of a vote every one, two or three years. You may vote for “one year” “two years” “three years” or abstain. Failures to vote, abstentions and broker non-votes will all be counted in the same manner as votes for “three years” onthe Advisory Vote.

Proposal No. 6: The Adjournment Proposal

The annual meeting may be adjourned by the affirmative vote of a majority of the shares present in person or represented by proxy at a duly called meeting. You may vote"FOR," "AGAINST" or "ABSTAIN." Failures to vote and abstentions will have no effect on the Auditor Proposal. Because the Auditor Proposal is a “routine” matter, brokers may vote on this matter without instruction from the beneficial owner as long as no instruction is given.

Recommendation of the Board

The Board has approved the six proposals and unanimously recommends that the shareholders vote “FOR” each of the director nominees, the Auditor Proposal, the Asset Sale Proposal, the Advisory Resolution on Executive Compensation the frequency of Advisory Resolutions on Executive Compensation, and the Adjournment Proposal.

Record Date; Outstanding Shares; Shares Entitled to Vote

Holders of our common stock as of the close of business on November 30, 2016, the Record Date for the Meeting, are entitled to notice of, and to vote at, the Meeting and any postponements or adjournments of the Meeting. On the Record Date there were [ ] shares of common stock outstanding and entitled to vote at the Meeting and any postponements or adjournments of the Meeting; no other shares of capital stock were outstanding on such date.

Ownership of Directors and Executive Officers

As of the Record Date our directors and executive officers beneficially held approximately [ ]% in the aggregate of our shares of common stock entitled to vote at the Meeting.

Quorum and Voting

The presence at a meeting in person or by proxy of the holders of shares entitled to cast a majority of the votes at the Meeting is necessary to constitute a quorum for the transaction of business at the Meeting. For purposes of determining the presence of a quorum, abstentions and broker non-votes will be counted as present at the Meeting. Each share of common stock issued and outstanding on the Record Date is entitled to one vote.

Proxies; Revocation of Proxies

If you are unable to attend the Meeting, we urge you to submit your proxy by completing and returning the enclosed proxy card or vote your proxy via the Internet or by telephone. If your shares of common stock are held in "street name" (i.e., through a bank, broker or other nominee), you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted. If you elect to vote in person at the Meeting and your shares are held by a broker, bank or other nominee, you must bring to the Meeting a legal proxy from the broker, bank or other nominee authorizing you to vote your shares of common stock.

Unless contrary instructions are indicated on the proxy card, all shares of common stock represented by valid proxies will be voted "FOR" each of the director nominees, the Auditor Proposal, the Asset Sale Proposal, the Advisory Resolution on Executive Compensation, that such advisory votes should be made every three years, and the Adjournment Proposal and will be voted at the discretion of the persons named as proxies in respect of such other business as may properly be brought before the Meeting. As of the date of this proxy statement, our Board knows of no other business that will be presented for consideration at the Meeting other than the Director Proposal, Auditor Proposal, Asset Sale Proposal, the Advisory Resolution on Executive Compensation, that such advisory votes should be made every three years, and the Adjournment Proposal.

You may revoke your proxy and change your vote at any time before the polls close at the Meeting by:

Simply attending the Meeting will not constitute a revocation of your proxy.

Other Business

We do not expect that any matter other than the proposals presented in this proxy statement will be brought before the Meeting. However, if other matters incident to the conduct of the Meeting are properly presented at the Meeting, the persons named as proxies will vote in accordance with their best judgment with respect to those matters.

Adjournments

The Meeting may be adjourned by the affirmative vote of a majority of the votes cast, in person or by proxy, at the Meeting by the holders of shares entitled to vote. The Meeting may be adjourned for any purpose, including for the purpose of obtaining a quorum or soliciting additional proxies if there are insufficient votes to authorize the Asset Sale or any other proposals, including, without limitation, adjourning the Meeting for the sole purpose of soliciting additional votes as to one proposal while closing the polls and registering the approval of the other proposal. Any adjournment may be made without notice (if a new record date is not fixed for the adjourned meeting), other than by an announcement made at the Meeting of the time, date and place of the adjourned meeting. Any adjournment will allow our shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Meeting as adjourned.

Broker Non-Votes

Broker non-votes occur when a broker holding stock in "street name" does not vote the shares on some or all matters. Brokers are permitted to vote on routine, non-controversial proposals in instances where they have not received voting instructions from the beneficial owner of the stock but are not permitted to vote on non-routine matters. Uncast votes on non-routine matters are referred to as "broker non-votes." Because the Director Proposal and Asset Sale Proposal are non-routine matters, shares of our common stock as to which brokers have not received any voting instructions will not be permitted to vote on these proposals.

The inspector of elections will treat broker non-votes as shares that are present for purposes of determining the existence of a quorum. Broker non-votes will not be considered in determining the number of votes cast for each of the director nominees or the Asset Sale Proposal.

Solicitation of Proxies

This proxy solicitation is being made and paid for by the Company on behalf of its Board. In addition, we may retain a third party proxy solicitor for which we may incur fees. Our directors, officers and employees may also solicit proxies by personal interview, mail, e-mail, telephone, facsimile or other means of communication. These persons will not be paid any additional compensation for their efforts. We will also request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of shares of our common stock that the brokers and fiduciaries hold of record. Upon request, we will reimburse them for their reasonable out-of-pocket expenses. In addition, we will indemnify our proxy solicitor against any losses arising out of that firm's proxy soliciting services on our behalf.

Questions and Additional Information

If you have more questions about the Asset Sale Proposal or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact PhotoMedex, Inc., Attn: Corporate Secretary, 2300 Computer Drive, Building G, Willow Grove, Pennsylvania 19090, telephone number 215-619-3286.PA 19090.

Except as contemplated by the Contribution Agreement, we do not currently have any arrangements which if consummated may result in a change of control of our Company.

Proposal No. 1 - Election of DirectorsDIRECTORS AND EXECUTIVE OFFICERS

These five (5) director nominees, if elected at the Meeting, will hold office until the next annual meeting or until their successors are qualified, subject to their prior death, resignation or removal. There are no family relationships among any ofDirectors and Executive Officers

Following is information about our directors and executive officers. In the absence of instructions to the contrary, shares of common stock represented by properly executed proxies will be voted for the five (5) nominees listed herein below, all of whom are recommended by our Board and who have consented to be named and to serve if elected.

In the event that any nominee recommended by the Nominations and Corporate Governance Committee is unable or declines to serve as a director at the time of the Meeting, the proxies will be voted for any nominee who is designated by the present board of directors to fill the vacancy. It is not expected that any nominee will be unable or will decline to serve as a director.

Our Board knows of no reason why any of the nominees will be unavailable or decline to serve as a director. The information presented below isofficers as of the record date and is based in part on information furnished by the nominees and in part from our records.

The affirmative vote of a plurality of votes of the shares of our common stock present in person or represented bythis proxy at the Meeting and entitled to vote is required to elect the directors nominated above. That means the five (5) nominees will be elected if they receive more affirmative votes than any other nominees.

The slate of nominees to the Board is favored by the Board. The present Board believes that the slate reflects a broad range of experience with regard to financial, investment and regulatory matters and to the various product lines and interests of the Company. Finally, the present Board believes that the slate of directors contains individuals who will be able to assist in the further development of the Company and its product offerings.

The Board unanimously recommends a vote FOR each director nominee listed below:

Lewis C. Pell

Dr. Yoav Ben-Dror

Dr. Dolev Rafaeli

Dennis M. McGrath

Stephen P. Connelly

Directors, Executive Officers and Corporate Governance

Our directors currently have terms which will end at our next annual meeting of stockholders or until their successors are elected and qualify, subject to their prior death, resignation or removal. Officers serve at the discretion of the Board. There are no family relationships among any of our directors and executive officers. Members of our Board are encouraged to attend meetings of the Board and the Annual Meeting of Stockholders. The Board held twenty-four meetings and executed six unanimous written consents in lieu of a meeting in 2015.

Our Board currently consists of six directors, Mr. Pell, Dr. Ben-Dror, Dr. Rafaeli, Mr. McGrath, Mr. Connelly and Dr. Dan Amiram. On August 9, 2016, Dr. Amiram notified the Company that he did not intend to stand for re-election. Accordingly, only five directors are to be elected at the Meeting, each to serve until the next annual meeting of stockholders and until his or her successor shall be elected and shall qualify.

The following sets forth certain biographical information concerning our current directors, director nominee and our executive officers.statement.

Under the Contribution Agreement, the Board of Directors must consist of seven (7) persons of whom three (3) shall be designated by the Company, three (3) shall be designated by Contributor Parent, and one (1) (the “Nonaffiliated Director”) shall be selected by the other six (6) directors; provided, however, that at least four (4) of the members of the Board as so designated shall be independent directors as provided by the rules of NASDAQ (each an “Independent Director”). Of the Board designees of the parties, one (1) of the Company’s designees shall be an Independent Director, two (2) of the Contributor Parent’s designees shall be Independent Directors and Executive Officersthe Nonaffiliated Director shall be an Independent Director. The Audit Committee, Compensation Committee and Nominations and Corporate Governance Committee of the Company shall each consist of the Company’s designee who is an Independent Director, one of Contributor Parent’s designees who is an Independent Director and the Nonaffiliated Director. In accordance with the foregoing, Dolev Rafaeli, Dennis M. McGrath and Michael R. Stewart were designated by the Company, Suneet Singal, Richard J. Leider and Dr. Bob Froehlich were designed by Contributor Parent, and Darrel Menthe has been designed by the other directors.

Lewis C. PellSuneet Singal has served our Chief Executive Officer since the initial closing of the Contribution Transaction on May 17, 2017 and has served as Chairman and Chief Executive Officer of the Contributor Parent since March 2017.  Mr. Singal has served as the Chief Executive Officer of First Capital Real Estate Investments LLC (“FCREI”) since 2003, the Chief Executive Officer, Secretary and Chairman of First Capital Real Estate Trust, Inc. (“FCRETI”) since 2015, and as Chief Executive Officer and Secretary of FCRETI’s external advisor since 2015. He began his real estate finance career in 2001 and formed FCREI in 2003. In 2006, Mr. Singal merged a subsidiary of FCREI with a real estate lending platform. From 2007 to 2011, Mr. Singal obtained entitlements for over a dozen projects in California encompassing industrial, retail, multifamily, senior assisted living, hospitality and mixed-use asset types. Between May 2015 and December 2015, Mr. Singal owned and served on the board of directors of Castle Mortgage Corp., an agency approved mortgage bank that Mr. Singal acquired, repositioned and sold. Mr. Singal received a BA in Finance, with a concentration in Investments from California State University at Sacramento and is a licensed California Mortgage Broker. Mr. Singal was selected to serve on our Board because of his background in the commercial real estate industry and particular knowledge of the properties to be contributed in the Contribution Transaction.

Stephen M. Johnson has served our Chief Financial Officer since the initial closing of the Contribution Transaction on May 17, 2017 and has served as Chief Financial Officer of the Contributor Parent since April 2017.  Mr. Johnson served as Head of Equity Volatility Trading Asia for DRW Holdings LLC, a multi-strategy proprietary trading firm, from April 2015 until October 2016. Prior to that, Mr. Johnson served as a Senior Portfolio Manager at Ronin Trading LLC, a proprietary derivative trading firm, from February 2014 until March 2015 and at Marquette Partners L.P., a proprietary derivative trading firm, between January 2012 and February 2014. He previously served as the Chief Financial Officer and Managing Partner at Hun Management LLC, a proprietary derivative trading firm, from April 2007 to January 2013. Mr. Johnson received a B.A. in Accounting from Michigan State University and an M.B.A. in Finance from the University of Chicago. He holds FINRA Series 24, 7, and 63 Licenses and is a CFA Level II Candidate.

Richard J. Leiderwas appointed to our Board and was unanimously elected to serve as Non-Executive Chairmanupon the initial closing of the BoardContribution Transaction on December 12, 2011 and is the Chairman of the Compensation Committee.May 17, 2017. Mr. Pell was a member of Radiancy’s Board since 1998. Mr. PellLeider has founded over a dozen successful medical technology companies during the past three decades. In 1979, he founded Pentax Precision Instruments, which was sold to Asahi Optical Co. in 1990. In 1983, he founded American Endoscopy Inc., which was sold to C.R. Bard, Inc. (BCR-NYSE) in 1986. In 1984, he founded Versaflex Inc., which was sold to Medtronic in 1988. In 1989, he founded Heart Technology Corp., which went public in the U.S. in 1992 and was sold to Boston Scientific Corp. (BSX-NYSE) in 1995. In 1991, he founded InStent Inc., which became a public company in 1995 and was sold to Medtronic in 1996. In 1994, he founded Influence Inc., which was sold to American Medical Systems Inc. in 1999. Working with Dr. Shlomo Ben-Haim, Mr. Pell founded Biosense Inc. in 1994, which was sold to Johnson & Johnson in 1997. He is currently chairman and an investor for a number of private medical device companies. In 1992, he founded Vision-Sciences, Inc. which merged with Urolplasty, Inc in 2015 to become Cogentix Medical, Inc. (CGNT NASDAQ) for which he is a director. Mr. Pell has a B.S. in political science from Brooklyn College and over 20more than 25 years of experience in the medical technology industry.commercial real estate industry with active involvement in its sub-specialties of office, hospitality, investment, development, construction and strategic management. A hospitality veteran, Mr. PellLeider directed the repositioning, renovation and execution of the successful conversion of the Resort at Squaw Creek into a condominium hotel facility. Since March 2003, he has served as president of Paramount Hotels Inc. a California hotel management company. A principal and cofounder of Anvil Builders Inc., Mr. Leider has directed business development for that company since July 2010. From June 2005 to December 2008, he led the global real estate platform at Tano Capital, LLC and formerly directed the investment platform in Northern California on behalf of Buchanan Street. He was a managing director of global operations at Citadon, Inc., of San Francisco, a provider of Internet solutions for the real estate and construction industries, from June 2000 to December 2001. From 1996 to 2000, he was an executive director at DTZ Staubach Tie Leung in Hong Kong. While in Asia, Mr. Leider’s responsibilities included all aspects of the real estate life cycle, from advisory services to opportunistic institutional direct investment. Prior to his tenure with DTZ Staubach Tie Leung, Mr. Leider was a senior vice president at CBRE in San Francisco. Mr. Leider graduated from the University of California at Berkeley in 1981, earning a B.A. in Political Economies of Industrial Societies, and later studied at Worchester College at Oxford University. Mr. Leider serves on the Boards of Mercy Housing, American Cancer Society, Union Square Business Improvement District and its Public Policy Committee. He is a member of the Urban Land Institute, and CCIM Institute (Certified Commercial Investment Manager). Mr. Leider also serves as an independent board member of the Contributor Parent. Mr. Leider was selected to serve on the Company’s boardour Board because of his over thirty-years’ experience in leadership rolestwenty-five years’ background in the medical devicecommercial real estate industry.

Yoav Ben-DrorDr. Bob Froehlichwas appointed to our Board upon the initial closing of the Contribution Transaction on May 17, 2017 and was elected to serveserves as Non-Executive Vice Chairman on December 12, 2011.of our Board. Dr. Ben-Dror was the chairman of Radiancy’s Board since 2006. He is an entrepreneur with more than 30Froehlich has amassed over 40 years of experience in technology, medical devices and around Wall Street. He began his career in the public sector from 1975 until 1985, working as a Budget Analyst for the City of Dayton, Ohio, the Chief Financial Officer for Montgomery County, Ohio’s Water & Sewer District and the first City Manager for the City of Beavercreek, Ohio. In 1985, he transitioned to the private sector where he was a senior executive with Ernst & Whinney from 1985 to 1989. From 1989 to 1997, Dr. Froehlich held several senior executive roles at Van Kampen Merritt which after its merger with American Capital became Van Kampen American Capital. In 2001, he was appointed Vice Chairman of Scudder Investments when Scudder Funds merged with Kemper Funds. In 2002, when Deutsche Bank acquired Scudder Investments, Dr. Froehlich was named Vice Chairman of Deutsche Asset Management, a role he held until he retired in 2009. He came out of retirement in 2009 to help rebrand Hartford Financial after it’s near financial innovations.collapse serving as a Senior Executive with The Hartford Mutual Funds. In 2012, he retired for the second time. Since his second retirement from Wall Street, Dr. Froehlich has begun a new chapter in his professional career by building a portfolio of boards spanning private, public, not-for-profit and mutual fund companies. From a private company perspective, on June 4, 2014, Dr. Froehlich became the Chairman of the Board, CEO, President & Owner of the Kane County Cougars Baseball Club, the Class “A” minor league affiliate of the Arizona Diamondbacks and a member of the Midwest League. He currentlywas a Co-Owner and Director since January 7, 2013. On August 2, 2016, Dr. Froehlich was appointed an Independent Director for Galen Robotics, Inc., a spin-off from John Hopkins University, focusing on the surgical robotic microsurgery market. From a public company perspective, on October 3, 2014, Dr. Froehlich was appointed an Independent Director for AXAR Acquisition Corp. (formerly AR Capital Acquisition Corp.) (NASDAQ: AXAR), a special purpose acquisition corporation formed for the purpose of effecting a merger, capital stock exchange or similar business combinations. He serves as Chairman of the Compensation Committee and a member of the Audit Committee. In July 2014, Dr. Froehlich was appointed an Independent Director and Audit Committee, Conflicts Committee and Nominating & Governance Committee member for NexPoint Capital, Inc., a publicly registered non-traded business development company. In March 2017, Dr. Froehlich was appointed an Independent Director, Nominating & Corporate Governance Committee member and Audit Committee Chairman for First Capital Investment Corporation, a publicly registered non-traded business development company with an objective of investing primarily in small and middle market companies in the United States. From a not-for-profit company perspective, Dr. Froehlich serves on the Board of Dagon Batey-Mamguroth Le-Israel Ltd (silo houses), Final Inc. (high-frequency financial algorithm technology), Fitango Inc. (social network), Neurotech Solutions Ltd. (human cognition and behavior with an emphasis on attention deficit/hyperactivity disorder (ADHD)), Travelsys4u Ltd. (a personal mobility system for senior citizens), Impact First Investments Ltd. (investment management firm that specializes in social investing), and My InPact Solutions Ltd. (Mobile solutions for restaurant management). He is a director at Keren Shemesh Foundation for the EncouragementDirectors of Young Entrepreneurs (in association with YBI (Youth Business International)The Midwest League of Professional Baseball Clubs, Inc., a foundation assisting young entrepreneurs in transforming an idea into a successful sustainable small business), a director at ANU - making change LTD. (HLZ) (social activity), a director at Hatnuah Hezrachit Hachadasha Ltd. (social activity), and a trustee at the Hecht-Zilzer Trust (charity). Dr. Ben Dror previously served on the Board of Cellcom Israel Ltd. (CEL-NYSE), Dubek Ltd. (tobacco), Magic Box Ltd. (financial algorithm technology)Directors and Holon Instituteas Chairman of Technology (H.I.T.)the Board for Kane County Cougars Foundation, Inc., and as an Independent Trustee and Distribution Committee Chairman and Audit Committee, and Litigation Committee member for Highland Capital Mutual Funds, a major mutual fund company. Previously from 2013 to 2016, Dr. Froehlich was an Independent Director and Audit Committee Chairman for ARC Healthcare Trust, Inc., a memberpublicly registered non-traded real estate investment program and an Independent Director and Lead Independent Director, Audit Committee Chairman and Conflicts Committee Chairman for ARC Realty Finance Trust, Inc., a publicly registered non-traded real estate investment program. From 2012 to 2016, Dr. Froehlich was an Independent Director and Lead Independent Director, Audit Committee Chairman and Conflicts Committee Chairman for American Realty Capital Daily NAV Trust, Inc., a publicly registered nontraded real estate investment program. From 2013 to 2016, Dr. Froehlich was Lead Independent Trustee and Audit Committee Chairman for Realty Capital Income Funds. From 2014 to 2016, Dr. Froehlich was on the Advisory Board of Directors for Internet Connectivity Group, Inc., a full service digital media firm focusing on point of sale strategies. Dr. Froehlich received his Ph.D. from California Coast University in 1979, a M.A. from Central Michigan University in 1978, a M.P.A. from the University of Dayton in 1976 and a B.A. from the University of Dayton in 1975. In 2008, he was awarded an Honorary Doctorate of Commercial Sciences from the Board of Trustees of the Holon Institute of Technology (H.I.T.). He was one of the founders of Amphorae Vineyard Ltd. (Winery - Israel). He was also involved with InStent Inc., Influence Medical Technologies Ltd. and Disc-O-Tech Medical Technologies Ltd.Central Michigan University. Dr. Ben Dror is a member of the Israel Bar and holds a Doctor of the Science of Jurisprudence (J.S.D.) from the School of Law (Boalt Hall), University of California, Berkeley. Dr. Ben-DrorFroehlich was selected to serve on the Company’s boardour Board because of his extensive background in businessfinance experience and financial entrepreneurship.

his experience serving as an independent director for public companies, including as audit committee chair.

Dr. Dolev Rafaeliwas appointed as our Board in December 2011. He previously served as our Chief Executive Officer and director infrom December 2011.2011 until the initial closing of the Contribution Transaction on May 17, 2017.  Dr. Rafaeli joined our subsidiary Radiancy Inc. (“Radiancy”) in February 2006 as president and CEO. He has over 2329 years of experience managing international operations. Prior to joining Radiancy, Dr. Rafaeli served from 2004 to 2006 as president and CEO of the USR Group, a consumer electronics products manufacturer, managing operations in Israel, China, Hong Kong and the U.S. Between 2000 and 2004, Dr. Rafaeli founded and served as general manager of Orbotech Ltd. (ORBK-NASDAQ), an automated optical inspection capital equipment manufacturer for the electronics industry in China and Hong Kong, where he was instrumental in building these operations into a $100 million a year business. Between 1997 and 2000, Dr. Rafaeli served as CEO of USR Ltd., a global electronics contract manufacturing company providing design, supply chain and manufacturing services to dozens of clients in the communications, consumer and medical device fields. USR Ltd. employed approximately 1,000 individuals. Dr. Rafaeli previously served as director of operations and manager of the Arad manufacturing facility for Motorola in its Land Mobile Product Solutions division, manufacturing and distributing communications, consumer and other infrastructure electronics products in excess of $400 million annually. Dr. Rafaeli graduated with a B.Sc. in industrial engineering and management cum laude and a M.Sc. in operations management from the Technion-Israel Institute of Technology, and holds a Ph.D. in business management from Century University and an MBA (with distinction) from Cornell University. Dr. Rafaeli was selected to serve on the Company’s boardour Board because of his over twenty-years’twenty five -years’ of senior executive and board of directors experience in consumer marketingwith private and international salespublic multi-national companies and operations.his vast mergers and acquisitions successful track record.

Dennis M. McGrath, upon completion of the merger with Radiancy, reassumed his role ofwas appointed to our Board in July 2009. He previously served as our President and Chief Financial Officer in addition to President and directorfrom July 2009 until the initial closing of PhotoMedex, a position to which he was appointed in July 2009.the Contribution Transaction on May 17, 2017. Mr. McGrath had previously served as CFO and Vice President, finance and administration from January 2000 through June 2009 and as Chief Executive Officer from July 2009 until the merger date with Radiancy. He has held several senior-level positions in prior endeavors, including, from February 1999 to January 2000, serving as the COO of Internet Practice, the largest division for AnswerThink Consulting Group, Inc., a company specializing in business consulting and technology integration. Concurrently, from August 1999 until January 2000, Mr. McGrath served as CFO of Think New Ideas, Inc., a company specializing in interactive marketing services and business solutions. In addition to the financial reporting responsibilities, he was responsible for the merger integration of Think New Ideas, Inc. and AnswerThink Consulting Group, Inc. Prior to that, from September 1996 to February 1999, Mr. McGrath was CFO and executive vice-president, operations of TriSpan, Inc., an internet commerce solutions and technology consulting company that was acquired by AnswerThink Consulting Group, Inc. in 1999. Mr. McGrath is currently a director of Noninvasive Medical Technologies, Inc., LabStyle, Inc. and Cagent Vascular, Inc. In addition, Mr. McGrath serves on the Board of Trustees for Manor College and the Board of Visitors for Taylor University. Mr. McGrath graduated with a B.S. in accounting from LaSalle University in 1979 and became a Certified Public Accountant in 1981 and holds inactive licenses in Pennsylvania and New Jersey. Mr. McGrath was selected to serve on the Company’s boardour Board because of his thirty years’ experience in the development and implementation of innovative business and marketing practices.

Stephen P. ConnellyMichael R. Stewart was appointed to our Board on May 3, 2007. Mr. Connelly joined Viasys Healthcare, Inc.,is a medical technology and device company in August 2001 and served as President and Chief Operating Officer from November 2002 until August 2004. In addition, Mr. Connelly was formerly Senior Vice President and General Manager of the Americas as well as a member of the Executive Committee of Rhone Poulenc Rorer. Mr. Connelly’s broad background includesseasoned executive with over twenty-five25 years of experience in the planning,C-level positions and 36 total years’ experience in executive management, operations and finance. He brings a wealth of expertise with particular strength in operations, financial management, strategy, M&A, capital raise, FDA matters, medical reimbursement as well as sales, marketing, product development and managementproduct launch. He has extensive U.S. and International market expertise, and has significant experience with public company board and SEC matters. Currently, Mr. Stewart operates as a private consultant to multiple companies which he started in late 2016. He is working with companies from private start-up to mid-size public companies assisting them with major negotiations, new product and company launches, merger and acquisitions and capital raises. From 2014 through 2016, Mr. Stewart served as President, Chief Executive Officer and Director of rapid-growth marketing-driven businesses inpublicly traded STRATA Skin Sciences, Inc. From 1990 to 2014, Mr. Stewart held the medical devicepositions of CEO, COO and pharmaceutical fields. Since 1999, Mr. Connelly has been an adjunct professorCFO at St. Joseph’s University, teaching international management and global strategy in the MBA program in the Haub School of Business.two publicly traded companies. In addition to his executive career and his non-independent board positions, Mr. ConnellyStewart has a diverseserved as an independent public company director and comprehensive business background, with expertiseas an advisor to the board of several private companies. Mr. Stewart obtained both his MBA in such areas as strategicFinance and tactical business development, joint ventures, mergers, acquisitions and corporate partnering, structuring and finance.his BS in Accounting from LaSalle University in Philadelphia. Mr. Connelly is well-versed in every aspect of marketing, sales, general management, research and development of high-technology products and processes. Mr. Connelly possesses extensive international experience, having lived in Asia and having had operational P&L responsibility in many developed countries. Mr. ConnellyStewart was selected to serve on the Company’s boardour Board because of his twenty-five36 years’ backgroundexperience in the medical device industryexecutive management, operations and hisfinance.

Darrel C. Mentheis an attorney with more than 20 years’ experience in business development.law and corporate disputes. A partner of Sage Law Partners and the founder of its California office, Mr. ConnellyMenthe is active in areas of unfair competition, fraud disputes, and corporate governance issues. Mr. Menthe was previously a founding partner of Miller Miller Menthe LLP, a law office based in Newport Beach and Culver City, California. Darrel Menthe has tried jury trials, bench trials, and arbitrations, and has successfully obtained verdicts, appellate decisions, and dismissals on behalf of multiple clients. Mr. Menthe also practiced law in the antitrust department of the Los Angeles office McGuireWoods LLP, a Bachelor’snational law firm based in Business Administration withRichmond, Virginia. From 1996-1998, Mr. Menthe practiced in the Los Angeles office of Fried, Frank, Harris, Shriver and Jacobson, a concentration in Marketing from The UniversityNew-York based law firm. Menthe is the author of Notre Dame and a Master’s in Business Administration from Syracuse University, and was selected to servefrequently reviewed how-to guide on the Company’s board becausepleading requirements of his twenty-five years’ backgroundcivil racketeering cases. Mr. Menthe has published extensively on the First Amendment aspects of the regulation of outdoor advertising in the medical device industry and his experience in business development.

Dan Amiramis a Professor of Accounting, Taxation and Business Law at Columbia Business School of Columbia University. He has won multiple awards for teaching and research,numerous nationally recognized law journals, including the Columbia Business School Dean’s Award for Excellence in Teaching. He has several publications in finance and accounting academic journals to his credit and has made numerous presentations at top universities and financial institutions around the world. A respected consultant on national and international financial matters, he is repeatedly asked by corporations, financial institutions, governmentHastings Constitutional Law Quarterly and the media (including the Wall Street Journal and Forbes magazine) to provide advice as an expert on accounting, finance, business and taxation issues. Dr. Amiram serves, and has served, as director and chairman of the audit and/or finance committees on several boards, including as director and chairman of the audit and finance committee of the financial technology company Opportunity Network. He was part of the controller’s team for Makhteshim Agan Industries (MAIN-TLV), the largest generic agrochemical company in the world, and was a senior auditor at PwC. Dr. Amiram holds a Master in Economics and Bachelor in Accounting and Economics degrees from Ben GurionBoston University as well as a doctorate in BusinessLaw Review. Darrel Menthe graduated from the University of North Carolina at Chapel Hill. Dr. Amiram isCalifornia, San Diego, with a B.A. magna cum laude in Comparative Literature and Political Science. He obtained an M.A. in political science from UCLA. Mr. Menthe obtained his law degree from Stanford Law School in 1996, where he also a Certified Public Account (C.P.A) in Israel. Dr. Harris introduced Dr. Amiram toworked as Senior Submissions Editor for the NominationsStanford Journal of International Law. Mr. Menthe reads German, Russian, and Corporate Governance CommitteeSpanish. Mr. Menthe currently serves as a potential new Board member. The Board determined that he satisfied the independence and other composition requirementsPresident of the SecuritiesCulver City Downtown Business Association, the governing Board of the Downtown Culver City Business Improvement District established by the City of Culver City. He has been a member of that Board since 2013. Mr. Menthe is presently the Vice President and Exchange Commission (the “Commission”)Treasurer of the Culver City Centennial Celebration Committee, Inc., a non-profit corporation created in 2014 to plan and Nasdaq and as an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K and hasexecute the requisite accounting or related financial expertise required by applicable Nasdaq rules. Dr. Amiram was selected to serve2017 civic celebrations. Mr. Menthe spent six years on the Company’s board and as the chairmanBoard of Directors of the audit committee becauseParish Church of his 15 years financialSt. Augustine by-the-Sea in Santa Monica and international business experience and his background in national and international finance, accounting and taxation matters.currently serves as Treasurer of the parish. Mr. Menthe serves on the Board of Directors for the Culver City Rotary Club.

With respectOur directors currently have terms which will end at our next annual meeting of the stockholders or until their successors are elected and qualify, subject to their prior death, resignation or removal. Officers serve at the incumbent membersdiscretion of the Board and the nominee, none of the members or nominee has, in the past 10 years, been subject to a federal or state judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to any legal proceedings, which include judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity or based on violationsDirectors. Members of federal or state securities, commodities, banking, or insurance laws and regulations, or any settlement to such actions, and any disciplinary sanction or order imposed by a stock, commodities or derivatives exchange other self-regulatory organization.

Board Leadership Structure

In accordance with the provisions of our Bylaws, the total number of directors who may serve on our Board is currently set at a maximum of eight.

We choose to separate the position of our Chief Executive Officer from that of our Chairman of the Board. Our Board made this decision based on their belief that an independent Chairman of the Board can act as a balance to the Chief Executive Officer, who also serves as a non-independent director. The Board of Directors also has provided for the post of Vice Chairman, who will fulfill the duties of the Chairman when circumstances preclude the Chairman from fulfilling the duties of the chairmanship.

Our Board of Directors administers its risk oversight function as a whole by making risk oversight a matter of collective consideration. While management is responsible for identifying risks, our Board of Directors has charged the Audit Committeeare encouraged to attend meetings of the Board of Directors with evaluating financial and accounting risk, the Compensation CommitteeAnnual Meeting of theStockholders. The Board of Directors with evaluating risks associated with employeesheld nine meetings and compensation. Investor-related risks are usually addressed by the Board asexecuted five unanimous written consents in lieu of a whole. We believe an independent Chairman of the Board adds an additional layer of insight to our Board of Directors’ risk oversight process.meeting in 2016.

Compensation, Nominations and Corporate Governance and Audit CommitteesFamily Relationships

There are no family relationships among any of our officers or directors.

General.    

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

CORPORATE GOVERNANCE

Overview

Our Board of Directors maintains charters for select committees. In addition, our Board of Directors has adopted a written set of corporate governance guidelines and a code of business conduct and ethics and a code of conduct for our chief executive and senior financial officers that generally formalize practices that we already had in place. We have adopted a Code of Ethics on Interactions with Health Care Professionals, an Anti-Fraud Program and a policy for compliance with the Foreign Corrupt Practices Act. To view the charters of our Audit, Compensation and Nominations and Corporate Governance Committees, Code of Ethics, corporate governance guidelines, codes of conduct and whistle blower policy, please visit our website at www.photomedex.com,under the Corporate Governance section of the Investor Relations page (this(this website address is not intended to function as a hyperlink and the information contained on our website is not intended to be a part of this proxy statement)Report). In compliance with NasdaqNASDAQ rules, the majority of our Board of Directors is comprised of independent directors.

Governance Structure

Following the initial closing of the Contribution Transaction, we chose to appoint a separate Chairman of our Board of Directors who is not our Chief Executive Officer. Our Board of Directors has made this decision based on their belief that an independent Chairman of the Board can act as a balance to the Chief Executive Officer, who also serves as a non-independent director.

The Board’s Role in Risk Oversight

Our Board of Directors administers its risk oversight function as a whole by making risk oversight a matter of collective consideration. While management is responsible for identifying risks, our Board of Directors has charged the Audit Committee of the Board of Directors with evaluating financial and accounting risk, the Compensation Committee of the Board of Directors with evaluating risks associated with employees and compensation. Investor-related risks are usually addressed by the Board as a whole. We believe an independent Chairman of the Board adds an additional layer of insight to our Board of Directors’ risk oversight process.

Independent Directors

In considering and making decisions as to the independence of each of the directors of the Company, the Board considered transactions and relationships between the Company (and its subsidiaries) and each director (and each member of such director’s immediate family and any entity with which the director or family member has an affiliation such that the director or family member may have a material indirect interest in a transaction or relationship with such entity). The Board has determined that the following directors and director nominees are independent as defined in applicable SEC and NASDAQ rules and regulations, and that each constitutes an “Independent Director” as defined in NASDAQ Marketplace Rule 5605, and that such members constitute a majority of the entire Board: Richard J. Leider, Dr. Bob Froehlich, Michael R. Stewart and Darrel Menthe.

Audit Committee   

Our Board of Directors has established an Audit Committee to assist it in fulfilling its responsibilities for general oversight of the integrity of our consolidated financial statements, compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, the performance of our independent auditors and an internal audit function and risk assessment and risk management. The duties of our Audit Committee include:

The Audit Committee works closely with management as well as our independent auditors. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from us for, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

Our Board of Directors has adopted a written charter for the Audit Committee that meets the applicable standards of the SEC and NASDAQ. The proposed members of the Audit Committee Dr. Bob Froehlich, Michael R. Stewart and Darrel Menthe. Michael R. Stewart will serve as the Chair of the Audit Committee. The Audit Committee meets regularly and held seven meetings during 2016 and executed one unanimous written consent as part of a meeting.

The Board of Directors determined in 2015 that except for Dr. Rafaeli and Mr. McGrath, who are our Chief Executive Officer and Chief Financial Officer, respectively, all current memberseach member of the Audit Committee satisfies the independence and other composition requirements of the SEC and NASDAQ. Our Board has determined that Dr. Bob Froehlich and Michael R. Stewart both qualify as an “audit committee financial expert” under Item 407(d)(5) of Directors are independent underRegulation S-K and have the revised listing standards of Nasdaq.requisite accounting or related financial expertise required by applicable NASDAQ rules.

Compensation Committee.    

Our Compensation Committee discharges the Board of Directors’ responsibilities relating to compensation of our Chief Executive Officer and other executive officers, produces an annual report on executive compensation for inclusion in our annual proxy statement and our annual reportthis Report and provides general oversight of compensation structure. Other specific duties and responsibilities of the Compensation Committee include:

Our Board of Directors has adopted a written charter for the Compensation Committee. The proposed members of the Compensation Committee is currently composed of Dr. Ben-Drorare Richard J. Leider, Michael R. Stewart and Messrs. Connelly and Pell.Darrel Menthe. Mr. Pell servesLeider will serve as the ChairmanChair of the Compensation Committee. Our Board of Directors determined that each member of the Compensation Committee in 2015 satisfies the independence requirements of Nasdaq.NASDAQ. The Compensation Committee held fourthree formal meetings during 2015.2016.

The Compensation Committee reviews executive compensation from time to time and reports to the Board of Directors, which makes all final decisions with respect to executive compensation. The Compensation Committee adheres to several guidelines in carrying out its responsibilities, including performance by the employees, our performance, enhancement of stockholder value, growth of new businesses and new markets and competitive levels of fixed and variable compensation. The report of the Compensation Committee for 2015 is presented below.

Nominations and Corporate Governance Committee.    

Our Board of Directors has established a Nominations and Corporate Governance Committee for the purpose of reviewing all Board of Director-recommended and stockholder-recommended nominees, determining each nominee’s qualifications and making a recommendation to the full Board of Directors as to which persons should be our Board of Directors’ nominees. Our Board of Directors has adopted a written charter for the Nominations and Corporate Governance Committee. The Nominations and Corporate Governance Committee is composed of Messrs. Connelly and Pell and Dr. Amiram. Mr. Connelly serves as the Chairman of the Nominations and Corporate Governance Committee. The Nominations and Corporate Governance Committee held two meeting during 2015 in conjunction with a meeting of the full Board of Directors.

The duties and responsibilities of the Nominations and Corporate Governance Committee include:

Our Board of Directors has adopted a written charter for the Nominations and Corporate Governance Committee. The proposed members of the Nominations and Corporate Governance Committee are Richard J. Leider, Michael R. Stewart and Darrel C. Menthe. Dr. Froehlich will serve as the Chair of the Nominations and Corporate Governance Committee. The Nominations and Corporate Governance Committee considers these requirements when recommending nominees to ourheld one meeting during 2016 in conjunction with a meeting of the full Board of Directors.

Our Nominations and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for our directors. Our Nominations and Corporate Governance Committee will regularly assess the appropriate size of our Board of Directors and whether any vacancies on the Board of Directors are expected due to retirement or other circumstances. When considering potential director nominees, the Nominations and Corporate Governance Committee also considers the candidate’s character, judgment, diversity, age, skills, including financial literacy and experience in the context of the needs of PhotoMedexthe Company and of our existing directors. The Nominations and Corporate Governance Committee also seeks director nominees who are from diverse backgrounds and who possess a range of experiences as well as a reputation for integrity. The Nominations and Corporate Governance Committee considers all of these factors to ensure that our Board of Directors as a whole possesses a broad range of skills, knowledge and experience useful to the effective oversight and leadership of the Company.

AuditOur Nominations and Corporate Governance Committee.    Our does not have a specific policy with regard to the consideration of candidates recommended by stockholders, however any nominees proposed by our stockholders will be considered on the same basis as nominees proposed by the Board. If you or another stockholder want to submit a candidate for consideration to the Board, of Directors has established an Audit Committeeyou may submit your proposal to assist itour Corporate Counsel in fulfilling its responsibilities for general oversight ofaccordance with the integrity of our consolidated financial statements, compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, the performance of our independent auditors and an internal audit function and risk assessment and risk management. The duties of our Audit Committee include:

The Audit Committee works closely with management as well as our independent auditors. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from us for, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

Our Board of Directors has adopted a written charter for the Audit Committee that meets the applicable standards of the Commission and Nasdaq. The current members of the Audit Committee are Dr. Amiram, Dr. Ben-Dror and Mr. Connelly. Dr. Amiram has served as the Chairman of the Audit Committee since October 29, 2015; Dr. Trevor S. Harris previously served as Chairman and a member of the Committee. The Audit Committee meets regularly and held eight meetings during 2015 and executed one unanimous written consent as part of a meeting.stockholder communication procedures set forth below.

The Board of Directors determinedAll director nominees included in 2015 that each member ofthis proxy statement were approved by the Audit Committee satisfies the independenceNominations and other composition requirements of the Securities and Exchange Commission (the “Commission”) and Nasdaq. Our Board has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K and has the requisite accounting or related financial expertise required by applicable Nasdaq rules.Corporate Governance Committee.

Stockholder Communications with the Board of Directors

Our Board of Directors has established a process for stockholders to communicate with the Board of Directors or with individual directors. Stockholders who wish to communicate with our Board of Directors or with individual directors should direct written correspondence to Michele Pupach, Corporate Counsel atmpupach@photomedex.com or to the following address (our principal executive offices): Board of Directors, c/o Corporate Secretary, 2300 Computer Drive, Building G, Willow Grove, PAPennsylvania 19090. Any such communication must contain:

Ms. Pupach or the Corporate Secretary, as the case may be, will forward such communications to our Board of Directors or the specified individual director to whom the communication is directed unless such communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case Ms. Pupach or the Corporate Secretary, as the case may be, has the authority to discard the communication or to take appropriate legal action regarding such communication.

Section 16(a) Beneficial Ownership Reporting ComplianceCode of Ethics

Section 16(a)We have adopted a Code of Ethics that applies to all of our employees, officers and directors.  The Code of Ethics is available on our web site atwww.photomedex.comunder the Corporate Governance section of the Exchange Act requires our directors and executive officers and beneficial holdersInvestor Relations page.We intend to provide disclosure of more than 10%any amendments or waivers of our common stockCode of Ethics on our website within four business days following the date of the amendment or waiver.

REPORT OF THE AUDIT COMMITTEE

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016

The Audit Committee of the Board is comprised of three non-employee directors, each of whom has been determined by the Board to filebe “independent” meeting the independence requirements of the listing rules of NASDAQ and the SEC. The Board has determined that Dr. Robert Froehlich and Mr. Michael R. Stewart qualify as “audit committee financial experts” under Item 407(d)(5) of Regulation S-K and have the requisite accounting or related financial expertise required by applicable NASDAQ rules. The Audit Committee assists the Board’s oversight of the integrity of the Company’s financial reports, compliance with legal and regulatory requirements, the Commission initial reportsqualifications and independence of ownershipthe Company’s independent registered public accounting firm, the audit process, and reports of changes in ownershipinternal controls. The Audit Committee operates pursuant to a written charter adopted by the Board. The Audit Committee is responsible for appointing, evaluating and determining the compensation of our equity securities. As of April 7, 2016, we believe, based solely on a reviewindependent auditors; reviewing and approving the scope of the copiesannual audit, the audit fee and the financial statements; reviewing disclosure controls and procedures, internal control over financial reporting, any internal audit function and corporate policies with respect to financial information; reviewing other risks that may have a significant impact on our financial statements; establishing procedures for the receipt, retention and treatment of such reports furnishedcomplaints regarding accounting and auditing matters; and approving all related party transactions, as defined by applicable NASDAQ rules, to uswhich the Company is a party. The Audit Committee also reviews and representationsrecommends to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K.

Following the end of these persons that no other reports were filed and that all reports needed to be filed have been filed for the fiscal year ended December 31, 2015.

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion2016, the Audit Committee as constituted at such time (1) reviewed and Analysis describes our compensation program and objectives for our Named Executive Officers for our fiscal year ending December 31, 2015, or fiscal 2015. Our Named Executive Officers for fiscal 2015 were Dr. Dolev Rafaeli, our Chief Executive Officer, and Mr. Dennis M. McGrath, our President and Chief Financial Officer.

The Compensation Committee of our Board of Directors is responsible for reviewing and approvingdiscussed the annual compensation of our Named Executive Officers. The Compensation Committee is composed solely of directors who are not our current or former employees, and each is independent under the revised listing standards of Nasdaq. Our Board of Directors has delegated to the Compensation Committee the responsibility to review and approve our compensation and benefits plans, programs and policies, including the compensation of our Chief Executive Officer and our President and Chief Financial Officer as well as middle-level management and other key employees. The Compensation Committee administers all of our executive compensation programs, incentive compensation plans and equity-based plans and provides oversight for all of our other compensation and benefit programs.

The key components of the compensation program for our Named Executive Officers are base salary, bonus and long-term incentives, which for fiscal 2015 was granted to the Named Executive Officers in the form of stock options under our 2005 Equity Plan. These components are administered with the goal of providing total compensation that is competitive in the marketplace, recognizes meaningful differences in individual performance and offers the opportunity to earn superior rewards when merited by individual and corporate performance.

Objectives of Compensation Program

The Compensation Committee governs and administers our compensation plans with the intent to support the achievement of our long-term strategic objectives, to enhance stockholder value, to attract, motivate and retain highly qualified employees by paying them competitively and rewarding them for their own success and ours. Included in this evaluation is an analysis whether the Company’s incentive compensation arrangements, including short-term (annual cash incentive) and long-term (equity awards) components, encourage unnecessary or excessive risks. Although incentive compensation is discretionary, the Compensation Committee typically considers overall performance of the Company when granting cash incentive awards and considers several factors, including each Named Executive Officer’s contributions to the growth of the Company for the benefit of the stockholders when granting incentive equity awards. We have no retirement plans or deferred compensation programs in effect for our Named Executive Officers, except for our 401(k) plan in which our Named Executive Officers are eligible to participate and is made generally available to all of our employees. We do not have a specific formula for allocating between cash and non-cash compensation, which has been in the form of stock options and awards of restricted stock.

In order to assess whether our compensation program is competitive and effective, the Compensation Committee relies on its own comparative review of peer companies. As an ongoing matter, the Compensation Committee does not regularly engage third-party consultants to advise on our compensation policies. Furthermore, our Compensation Committee does not delegate its responsibilities for reviewing and approving Named Executive Officer compensation.

What Our Compensation Program is Designed to Reward

The key components of the compensation program for our Named Executive Officers are base salary, bonus and long-term incentives under the 2005 Equity Plan. These components are administered with the goal of providing total compensation that is competitive in the marketplace, recognizes meaningful differences in individual performance and offers the opportunity to earn superior rewards when merited by individual and corporate performance.

Stock price performance has not been a factor in determining annual compensation insofar as the price of our common stock is subject to a number of factors outside of our control. We have endeavored through grants of stock options to our Named Executive Officers to incentivize individual and team performance by providing a meaningful stake in us that links their compensation to our overall success.

Elements of Company’s Compensation Plan and How Each Element Relates to Objectives

There are three primary elements in the compensation package of our executive officers: base salary, bonus and long-term incentives. Compensation payable in the event of the termination of an executive’s employment with the Company is a secondary but material element in the package.

Base Salaries.    Base salaries for our Named Executive Officers are designed to provide a base pay that is appropriately competitive within the marketplace. As an officer’s level of responsibility increases, a greater proportion of his or her total compensation will be dependent on ouraudited financial performance and stock price appreciation rather than base salary. Adjustments to each individual’s base salary are made in connection with annual performance reviews and an assessment of market competitiveness. In fiscal 2015 the base salaries of Dr. Rafaeli and Mr. McGrath were $495,000 and $395,000, respectively.

Bonus.    Generally, at the outset of a fiscal year, the Compensation Committee establishes a bonus program for our Named Executive Officers and other managers and key employees eligible to participate in the program. The program is generally based on a financial planstatements for the fiscal year ended December 31, 2016 with Company management; (2) discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the PCAOB in Rule 3200T; and other business factors,(3) received the written disclosures and certain management objectives that could be updated throughout the year to addressletters from the independent accountants required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and incentivize management relating to changing macro-economic, environmental and business issues. The amount of bonus, if any, hinges on corporate performance, financial condition, andhas discussed with the independent accountants their independence.

Based on the performance against management objectives ofreview and discussions referred to above, the participantAudit Committee had recommended to the Board that the audited financial statements be included in the program. A program will typically allow partial or discretionary awards basedCompany’s Annual Report on an evaluation of the relevant factors. Provision for bonus expense is typically made over the course of a fiscal year. The provision becomes fixed, based on the final review of the Compensation Committee, which is usually made after the financial results of the fiscal year have been reviewed by our independent accountants.

On March 10, 2015, Dr. Rafaeli and Mr. McGrath entered into new Employment Agreements with the Company; as a result, updated objectives for Mr. McGrath were established by the Compensation Committee and the Board of Directors that were directly related to Mr. McGrath’s management of the Company’s banking relationships and debt compliance related tasks. Dr. Rafaeli was guaranteed a quarterly cash bonus for each quarter equal to the greater of $300,000 or 1% of the quarterly recognized US GAAP sales reported in the Company's consolidated quarterly financial reports in excess of a target threshold amount set by the compensation committee of the Board. Mr. McGrath was guaranteed an annual minimum bonus for 2015 in an amount not less than $316,000, and was also eligible for additional annual bonus amounts based on the attainment of certain individual and corporate performance goals and targets as determined and set by the Board. All or a portion of such bonuses may be paid in shares of Company stock to the extent mutually agreed by the Board and the executive.

For the year 2015, Dr. Rafaeli earned a quarterly bonus, each quarter, of $300,000, and Mr. McGrath earned his guaranteed minimum bonus of $316,000. As of September 30, 2016, Dr. Rafaeli’s total bonusesForm 10-K for the fiscal year 2015 andended December 31, 2016 for filing with the first three quarters of 2016 of $2,400,000 remains accrued but unpaid. As of September 30, 2016, part of Mr. McGrath’s bonus for fiscal year 2015 and the bonus for the first three quarters of 2016, totaling $300,200, remains accrued but unpaid.SEC.

Long-Term Incentives.    Grants of stock options and restricted stock awards under our employee stock plans are designed to provide our Named Executive Officers and other managers and key employees with an opportunity to share, along with stockholders, in our long-term performance. Stock option grants or restricted stock awards are generally made annually to all Named Executive Officers, with additional grants being made following a significant change in job responsibility, scope or title or a significant achievement. The size of the grant to each Named Executive Officer is set by the Compensation Committee at a level that is intended to create a meaningful opportunity for stock ownership based upon several factors, including the individual’s current position with us, the individual’s personal performance in recent periods and his or her potential for future responsibility and promotion over the option term, but the Compensation Committee has the flexibility to make adjustments to those factors at its discretion. The Compensation Committee also takes into account the number of unvested stock options and restricted stock awards held by the Named Executive Officer in order to maintain an appropriate level of equity incentive for that individual. The relevant weight given to each of these factors varies from individual to individual.EXECUTIVE COMPENSATION

We generally grant stock options with a five-year vesting scheduleSummary Compensation Table - Fiscal Years Ended December 31, 2016 and 10 year term from the date of grant. The exercise price of options granted is at no less than 100% of the fair market value of the underlying stock on the date of grant. The options granted to Named Executive Officers as a rule have provisions by which vesting and exercisability are accelerated in the event of a change of control or a termination of employment initiated by us other than for cause. Such provisions are found in Dr. Rafaeli’s and Mr. McGrath’s employment agreements.

Similar criteria are applied in making awards of restricted shares of our common stock under the 2005 Equity Plan, but in the case of restricted stock, we base the vesting schedule of the restricted stock on the price performance of our common stock. Such awards generally carry a three-or-four year vesting schedule.

Compensation on Termination of Employment or Change of Control.  We have employment agreements with Dr. Rafaeli and Mr. McGrath. Each of these agreements provides for severance upon termination of employment, whether in context of a change of control or not. See “Potential Payments on Termination of Employment or Change of Control” below.

Perquisites. We provide our Named Executive Officers with certain perquisites that we do not consider to be a significant part of their compensation. Under their employment agreements, we provide Dr. Rafaeli and Mr. McGrath with an automobile allowance of $1,000 per month. In addition, we provide Dr. Rafaeli with, and pay all expenses for, a telephone for his residence and he is eligible to receive the equivalent of economy round trip airfare tickets for all of his family members for an annual home leave between the US and Israel.

The Company pays the premiums for supplementary life insurance policies for both Dr. Rafaeli and Mr. McGrath. Both also receive a matching contribution from the Company to their 401(k) under the Company’s 401(k) Plan which is available to all employees.

How Amounts Were Selected for Each Element of an Executive’s Compensation

Each executive’s current and prior compensation is considered in setting future compensation. In addition, the Compensation Committee reviews from time to time the compensation practices of other companies, particularly our peer companies. To some extent, our compensation plan is based on the market and the companies we compete against for executives. Base salary and the long-term incentives are not set with reference to a formula.

An executive’s target bonus amount is set by an executive’s employment agreement, which was negotiated at arm’s length. A target bonus, or a portion thereof, is earned, based on fulfillment of conditions, which are set by the Compensation Committee at the outset of a fiscal year.

As a general rule, options and restricted stock awards are made after the financial results for the prior year have been audited and reported to our Board of Directors. Grants and awards are valued, and exercise prices are set, as of the date the grant or award is made. Exceptions to the general rule may arise for grants made to recognize a promotion or to address the effect of expiring options. The Compensation Committee may elect to defer a grant until after the Company has made public disclosure of its financial results, typically in a conference call on earnings. In such a case, the exercise price is set at the higher of the closing price on the approval date or the fixed grant date. In these deliberations, the Compensation Committee does not delegate any related function, unless to the Board of Directors as a whole, and the grants or awards made to the Named Executive Officers are valued under the same measurement standards as grants made to other grantees.

For fiscal 2014, our Compensation Committee granted restricted stock awards of our common stock of 225,000 and 165,000 to Dr. Rafaeli and Mr. McGrath, respectively; the awards were for 45,000 and 33,000 shares, respectively, after giving effect to the Company’s reverse stock split of September 23, 2016. The stock has a par value of $0.01. These ownership interests in our Company are intended to incentivize our Named Executive Officers and align their interests with those of our stockholders. The restricted stock will vest and become exercisable in three equal installments on each of the first three anniversaries of the date of grant subject to the individuals continued employment with the Company, with accelerated vesting upon a change in control.

Accounting and Tax Considerations

We have adopted accounting standard, FASB ASC Topic 718 under which, we are required to value stock options granted and restricted stock awarded.

Under Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, there is a limit placed on tax deductions of any publicly-held corporation for individual compensation to certain executives of such corporation (other than its chief financial officer) exceeding $1,000,000 in any taxable year, unless the compensation is performance-based. Compensation resulting from options is indexed as performance-based. To the extent consistent with the objectives of our compensation program, we intend to maximize the deductibility of compensation for tax purposes. The Compensation Committee may however, decide to exceed the tax deductible limits established under Section 162(m) of the Code, when such a decision appears to be warranted based upon competitive and other factors.

Overview of Executive Employment Agreements and Option Awards

Employment Agreement with Dolev Rafaeli.    We are party to an employment agreement with Dolev Rafaeli, pursuant to which he serves as the Chief Executive Officer of PhotoMedex and the Chief Executive Officer and President of Radiancy. The initial employment agreement had a term of three years that commenced on December 13, 2011, the date of the closing of our merger with Radiancy. The Company and Dr. Rafaeli entered into an Amended and Restated Employment Agreement, which had a term of four years and commenced on August 5, 2014. The Company entered into a further Amended and Restated Employment Agreement on March 10, 2015. The Agreement will automatically terminate on December 18, 2018 unless the parties reach a written accord upon an extension or renewal of the Employment Agreement. Under the employment agreement, Dr. Rafaeli's salary is $495,000 per annum. In addition, Dr. Rafaeli is entitled to a guaranteed quarterly bonus equal to the greater of $300,000 or 1% of the Company’s sales (calculated as 1% of recognized U.S. GAAP sales reported in our consolidated quarterly financial reports presented to our Board of Directors), which bonus, when combined with all other applicable employee remuneration under I.R.C. Section 162(m)(4) from the Company may not exceed a $1,000,000 annual threshold. Such bonuses are to be paid quarterly. Upon the termination of Dr. Rafaeli's employment by PhotoMedex without cause or by Dr. Rafaeli for good reason, he will be entitled to severance benefits as described in the section below entitled “Potential Payments on Termination of Employment or Change of Control.”

Employment Agreement with Dennis M. McGrath.    We are party to an employment agreement with Dennis M. McGrath pursuant to which he serves as our President and Chief Financial Officer. The employment agreement had an initial term of three years that commenced on December 13, 2011, the date of the closing of our merger with Radiancy. The Company and Mr. McGrath had entered into an Amended and Restated Employment Agreement, which had a term of four years and commenced on August 5, 2014; the Company entered into a further Amended and Restated Employment Agreement on March 10, 2015. The Agreement will automatically terminate on December 18, 2018 unless the parties reach a written accord upon an extension or renewal of the Employment Agreement. Mr. McGrath’s 2015 annual base salary under his employment agreement is $395,000 and he is eligible to receive a guaranteed minimum annual bonus of $316,000. He is also eligible for additional bonuses up to 80% of his base salary based on the attainment of individual and corporate goals determined and set by our Board of Directors. In addition, he is entitled to participate in the long-term equity incentive programs established by the Company for its senior level executives generally commensurate with his position. The severance arrangements contained in Mr. McGrath’s employment agreement are summarized in the section below entitled “Potential Payments upon Termination of Employment or Change in Control.”

Under the Second Amended Forbearance Agreement, commencing on February 28, 2015, the Company and its subsidiaries agreed not to pay in cash any compensation to either Mr. Rafaeli or Mr. McGrath that is based on a percentage of sales or another metric other than the officer's base salary, perquisites and standard benefits provided to or on behalf of those executives under the terms of their employment agreements. Those payments were to be accrued or deferred and paid in cash only after the repayment of the Facilities in full. As of September 30, 2016, Dr. Rafaeli’s total bonuses for the fiscal year 2015 and the first three quarters of 2016 of $2,400,000 remains accrued but unpaid. As of September 30, 2016, part of Mr. McGrath’s bonus for fiscal year 2015 and the bonus for the first three quarters of 2016, totaling $300,200, remains accrued but unpaid.

SUMMARY COMPENSATION TABLE

The following table includessets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the years ended December 31, 2015, 2014noted periods.  No other executive officers received total annual salary and 2013 concerningbonus compensation for our Named Executive Officers.in excess of $100,000.