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)    March 1, 2018

 

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 1, 2018, Wize Pharma, Inc. (the “Company”) filed a certificate of amendment (the “Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 per share (the “Common Stock”), on a one for twenty-four (1:24) basis (the “Reverse Stock Split”). The Reverse Stock Split was announced on the Daily List maintained by Financial Industry Regulatory Authority, Inc. on March 2, 2018, and took effect at the open of business on March 5, 2018. A “D” will be placed on the Company’s ticker symbol (WIZPD) for 20 business days. After 20 business days, the symbol will then change back to WIZP.

 

As previously disclosed in a Current Report on Form 8-K filed on February 20, 2018, on February 19, 2018, shareholders of the Company approved a reverse stock split of the Company’s issued and outstanding Common Stock by a ratio of not less than one for ten and not more than one for two hundred at any time prior to February 19, 2019, with such ratio to be determined by the Company’s Board of Directors, in its sole discretion. The Reverse Stock Split ratio of one for twenty-four was approved by the Company’s Board of Directors on February 22, 2018.

 

As a result of the Reverse Stock Split, every twenty-four shares of the Company’s pre-reverse split Common Stock will be combined and reclassified into one share of the Company’s Common Stock. No fractional shares of Common Stock will be issued. Stockholders who otherwise would be entitled to a fractional share shall receive the next higher number of whole shares. The par value and other terms of the Company’s Common Stock were not affected by the Reverse Stock Split. The Company’s post-Reverse Stock Split Common Stock has a new CUSIP number of 97751M 207.

  

A copy of the Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated by reference herein.

 

Item 8.01. Other Events.

 

On March 5, 2018, the Company issued a press release announcing the Reverse Stock Split. The full text of the press release issued in connection with the announcement is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.

  

Exhibit No.

  Description
     
3.1   Certificate of Amendment to the Certificate of Incorporation
     
99.1   Press Release dated March 5, 2018

 

  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:  March 5, 2018 By: /s/ Or Eisenberg          

  Name: Or Eisenberg
  Title: Acting Chief Executive Officer,
Chief Financial Officer, Treasurer and Secretary

 

 

2

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

WIZE PHARMA, INC.

 

Wize Pharma, Inc., organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

 

FIRST : That the Board of Directors of Wize Pharma, Inc. adopted a proposed amendment of the Certificate of Incorporation of said corporation to effect a reverse stock split, declaring said amendment to be advisable.

 

The amendment reads as follows:

 

Section 3.1 is hereby amended by adding the following:

 

“(iii). Upon filing and effectiveness (the “ Effective Time ”) pursuant to the Delaware General Corporation Law of this amendment to the Corporation’s Certificate of Incorporation, as amended, each twenty-four (24) shares of Common Stock issued and outstanding immediately prior to the Effective Time either issued and outstanding or held by the Corporation as treasury stock shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof; provided that no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Corporation shall round shares up to the nearest whole number. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“ Old Certificates ”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above.”

 

SECOND: That, pursuant to a resolution of its Board of Directors, a special meeting of the stockholders of Wize Pharma, Inc. was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of granting the Board of Directors the authority to amend the Certificate of Incorporation to provide for a reverse stock split and the Board of Directors subsequently approved a ratio of 1-for-24.

 

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

FOURTH: All other provisions of the Certificate of Incorporation shall remain in full force and effect.

 

FIFTH: This Certificate of Amendment shall be effective on Monday, March 5, 2018 at 12:01 a.m. EST.

 

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 1st day of March, 2018.

 

  WIZE PHARMA, INC.
  a Delaware corporation
     
  By: /s/ Or Eisenberg
  Name: Or Eisenberg
  Title: Acting Chief Executive Officer,
    Chief Financial Officer, Treasurer and Secretary

 

Exhibit 99.1

 

WIZE PHARMA ANNOUNCES REVERSE STOCK SPLIT EFFECTIVE MARCH 5, 2018

 

HOD HASHARON, Israel, March 5, 2018 - Wize Pharma, Inc. (OTCQB: WIZP), a clinical-stage biopharmaceutical company currently focused on the treatment of ophthalmic disorders, today announced the Company’s previously approved 1-for-24 reverse split of its common stock will take effect upon the opening of the market on Monday, March 5, 2018. Each 24 shares of issued and outstanding common stock will be converted into 1 share of common stock. The Company’s split-adjusted common stock will trade under the ticker symbol “WIZPD” for 20 days, after which time the “D” will be removed and the stock will resume trading under the ticker symbol “WIZP”.

 

The reverse stock split will reduce the number of issued and outstanding common stock from approximately 104 million to approximately 4.3 million. Fractional shares of common stock will be rounded up to the nearest whole share. The conversion price of the Company’s securities and the number shares of common stock issuable upon conversion will be split-adjusted. The common stock post reverse split will have a new CUSIP number of 97751M 207.

 

“The split-adjusted common stock price, we believe, will enhance our common stock’s visibility and appeal to a broader range of investors, thereby increasing liquidity, and supporting shareholder value,” stated Wize’s Chairman, Ron Mayron.

 

About Wize

 

Wize Pharma, Inc. is a clinical-stage biopharmaceutical company currently focused on the treatment of ophthalmic disorders, including dry eye syndrome (DES). Wize has in-licensed certain rights to purchase, market, sell and distribute a formula known as LO2A, a drug developed for the treatment of DES, and other ophthalmological illnesses, including Conjunctivochalasis (CCH) and Sjögren’s syndrome (Sjögren’s).

 

LO2A is currently registered and marketed by its inventor in Germany and Switzerland for the treatment of DES, in Hungary for the treatment of DES and CCH and in the Netherlands for the treatment of DES and Sjögren’s. Wize’s strategy involves engaging local or multinational distributors to handle the distribution of LO2A. Wize is currently conducting a Phase II trial of LO2A for DES in patients with CCH and plans to commence a Phase IV study for LO2A for DES in patients with Sjögren’s.

 

Forward Looking Statements

 

Wize cautions you that statements in this press release that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. For example, when we discuss our market potential, we are using a forward-looking statement. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon Wize’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, risks related to the substantial debt that we have incurred; our needs for additional financing; our dependence on a single compound, LO2A and on the continuation of our license to commercialize LO2A; our inability to expand our rights under our license of LO2A; the initiation, timing, progress and results of our trials and product candidate development efforts; our ability to advance LO2A into clinical trials or to successfully complete our preclinical studies or clinical trials; our receipt of regulatory approvals for LO2A, and the timing of other regulatory filings and approvals; the clinical development, commercialization and market acceptance of LO2A; our ability to establish and maintain corporate collaborations; the implementation of our business model and strategic plans for our business and product candidates; the scope of protection we are able to establish and maintain for intellectual property rights covering LO2A and our ability to operate our business without infringing the intellectual property rights of others; estimates of our expenses, future revenues, and capital requirements; competitive companies, technologies and our industry; and statements as to the impact of the political and security situation in Israel on our business. More detailed information about the risks and uncertainties affecting Wize is contained under the heading “Risk Factors” included in Wize’s Registration Statement on Form S-1 filed with the SEC on February 6, 2018, and in other filings that Wize has made and may make with the SEC in the future. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they were made. Wize does not undertake any obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.

 

For all investor enquiries, please contact:

 

Noam Danenberg

Chief Operating Officer

+972-72-260-0536

noam@wizepharma.com