UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported)    December 21, 2017

 

Wize Pharma, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   000-52545   88-0445167
(State or Other Jurisdiction
of Incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)

 

5b Hanagar Street, Hod Hasharon, Israel   4527708
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code:   +(972) 72-260-0536

 

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

 

  ☐ Written communications pursuant to Rule 425 under the Securities Act
     
  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     
  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
     
  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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

 

Emerging growth company ☒

 

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

  

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

  

On December 21, 2017, Wize Pharma, Inc. (the “ Company ”) and Wize Pharma Ltd., its wholly owned subsidiary (“ Wize Israel ”), entered into an amendment (the “ Loan Amendment ”) to: (i) the convertible loan agreement between Wize Israel and Rimon Gold Assets Ltd. (“ Rimon Gold ”) entered into on March 20, 2016 (as amended on March 30, 2016 and as modified by the 2017 Loan Agreement (as defined below), the “ 2016 Loan Agreement ”) whereby Rimon Gold extended a loan in the principal amount of NIS 2 million, which bears interest at an annual rate of 4% (the “ 2016 Loan ”), and (ii) the convertible loan agreement (the “ 2017 Loan Agreement ”) between Wize Israel, on the one hand, and Ridge Valley Corporation (“ Ridge ”), Rimon Gold and Shimshon Fisher (collectively, the “ 2017 Lenders ”), on the other hand, originally entered into between Wize Israel and Ridge on January 12, 2017 and subsequently partially assigned to Rimon Gold and Shimshon Fisher, whereby each of the 2017 Lenders extended a loan in the principal amount of NIS 1 million and the aggregate principal amount of NIS 3 million, which bears interest at an annual rate of 4% (collectively, the “ 2017 Loan ”, and together with the 2016 Loan, the “ Loans ”). As previously disclosed, the 2016 Loan Agreement grants to Rimon Gold a right to participate, up to NIS 3 million, in future financings by the Company at a price per Company share of NIS 0.21 for a period of 18 months following conversion (the “ 2016 Future Investment Right ”). Also as previously disclosed, the 2017 Loan Agreement grants to the 2017 Lenders a right to make investments in the Company in an amount up to NIS 1.50 for each NIS 1.00 of their respective amount loaned under the 2017 Loan Agreement at a price per Company share equal to 120% of the 2017 Loan conversion price for a period of 18 months following conversion (the “ 2017 Future Investment Right ” and, together with the 2016 Future Investment Right, the “ Future Investment Rights ”).

 

Pursuant to the Loan Amendment, (i) the maturity date of the Loans was extended from December 31, 2017 to December 31, 2018; (ii) the exercise period of the 2016 Future Investment Right was amended so that it shall expire on June 30, 2019; (iii) the exercise period of the 2017 Future Investment Right was amended so that it shall expire, without the need to first convert the 2017 Loan, on June 30, 2019; and (iv) the below terms of the Loans were amended to be denominated in U.S. dollars instead of NIS:

 

  2016 Loan 2017 Loan
Aggregate Principal Amount $531,067 $822,144*
Conversion Price Per Company Share $0.0407 $0.0463
Aggregate Maximum Future Investment Right $796,601 $1,233,216**
Exercise Price of Future Investment Right $0.0545 $0.0555

* Principal loan amount of $274,048 for each of the three 2017 Lenders.

** Maximum Future Investment Right of $411,072 for each of the three 2017 Lenders.

 

The foregoing description of the Loans and the Loan Amendment in this Form 8-K does not purport to be complete and is subject and qualified by reference to the full text of the 2016 Loan Agreement, Addendum to 2016 Loan Agreement, and 2017 Loan Agreement, unofficial English translations from Hebrew, are attached as Exhibits 10.21, 10.22 and 10.23, respectively, to the Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017, and the Loan Amendment, an unofficial English translation from Hebrew, is attached as Exhibit 10.1 to this Form 8-K, each of which is incorporated herein by reference.  

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits.

  

Exhibit Number   Description
     
10.1   Letter Amendment to Convertible Loans, dated as of December 21, 2017, by and between Wize Pharma, Inc., Wize Pharma Ltd., Ridge Valley Corporation, Rimon Gold Assets Ltd. and Shimshon Fisher.  (unofficial English translation from Hebrew)

 

  1  

 

 

SIGNATURES

 

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

 

  Wize Pharma, Inc.
     
Date:  December 27, 2017 By: /s/ Or Eisenberg
   

Name: Or Eisenberg

    Title:   Acting Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary

 

 

2

 

Exhibit 10.1

 

To December 21, 2017
Wize Pharma Ltd  

 

Re: Wize Pharma Ltd – Amendment to the Loan Agreements

 

This letter is written in connection with the Convertible Loan Agreement between Wize Pharma Ltd (the “ Company ”) and Rimon Gold Assets Ltd (“ Rimon Gold ”), dated as of March 20, 2016, as amended (the “ First Loan Agreement ”) and a second Convertible Loan Agreement by and between Ridge Valley Corporation (“ Ridge ”) and other lenders who are the assignees of Ridge (Rimon Gold and Shimshon Fisher), dated as of January 12, 2017 (the “ Second Loan Agreement ”). The undersigned, by their signatures on this letter agree (severally not jointly) as follows:

 

1. All of the terms which are used in this letter and are not explicitly defined shall be defined as per the Second Loan Agreement.

 

2. “Maturity Date”, as defined in Section 2.2 of the Second Loan Agreement shall be defined as December 31, 2018 (instead of December 31, 2017 as presently defined), and accordingly even the maturity date of the first loan pursuant to the First Loan Agreement will be December 31, 2018.

 

3. Notwithstanding the extension of the maturity date as abovementioned, the option period shall expire on June 30, 2019 (but it is agreed that each of the lenders may exercise his investment option as if the entire sum of the loan (the principal) that he loaned was converted), and accordingly, only in the case of Rimon Gold, even the right to make the future investment under the First Loan Agreement shall expire on June 30, 2019.

 

4. It is agreed, that notwithstanding the provisions of the loan agreements, the principal amounts, conversion prices, the option to invest and the applicable exercise price (with respect to the Second Loan Agreement), and the right for a future investment and the applicable exercise price (with respect to the First Loan Agreement) shall all be denominated in U.S. dollars, all in accordance with Annex A of this letter.

 

5. It is understood and agreed that the irrevocable guarantee, dated November 16, 2017, signed by Wize Pharma Inc. in favor of Rimon Gold in respect of the First Loan Agreement and the Second Loan Agreement shall continue to be valid (in accordance with its terms) even after the aforementioned amendments to the loan agreements.

 

6. Each of the undersigned certifies and represents (each for himself) that all the approvals required by law to execute this letter and for its performance have been adopted prior to the execution of this letter.

 

[Signature page on the next page]

 

   

 

 

[Signatory page for the letter pertaining to Wize Pharma Ltd – Amendment to the Loan Agreements]

 

Rimon Gold Assets Ltd   Shimshon Fisher
         
Signature: /s/ Abir Raveh   Signature: /s/ Shimson Fisher
Name: Abir Raveh      
Position:        
         
Ridge Valley Corporation      
       
Signature: /s/ Priscilla Julie      
Name: Priscilla Julie      
Position:        
         
Wize Pharma Ltd   Wize Pharma, Inc.
         
Signature: /s/ Or Eisenberg   Signature: /s/ Or Eisenberg
Name: Or Eisenberg   Name: Or Eisenberg
Position: Acting Chief Executive Officer and
Chief Financial Officer 		  Position: Acting Chief Executive Officer and
Chief Financial Officer

 

   

 

 

Annex A

 

   

2016 Loan (Rimon Gold)

$USD

 

2017 Loan (Ridge + Rimon Gold + Fisher

$USD

Principal Amount   531,067   *274,048
         
Conversion price per share   0.0407   0.0463
         
Maximum option to invest   N/A   **411,072
         
Exercise price per share   N/A   0.0555
         
Maximum future investment   796,601   N/A
         
Maximum future investment – Price per share   0.0545   N/A

 

*Principal loan amount of $274,048 for each of the three lenders.

 

**Maximum investment option of $411,072 for each of the three lenders.