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) August 15, 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.)

 

24 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 August 15, 2018, the Board of Directors of Wize Pharma, Inc. (the “Company”) adopted an amendment to the Company’s 2018 Equity Incentive Plan (the “Plan”) which increased the number of shares issuable under the Plan to 2,500,000 shares, and on the first day of each fiscal year beginning with the 2019 fiscal year, by an amount equal to the lower of (i) 1,000,000 shares or (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year.

 

Item 9.01. Financial Statement and Exhibits.

  

(d) Exhibits.

 

Exhibit

Number

  Description
     
10.1   Amendment to 2018 Equity Incentive Plan

 

  1  

 

 

SIGNATURES

 

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

 

  Wize Pharma, Inc.
     
Date: August 21, 2018 By: /s/ Or Eisenberg          
  Name: Or Eisenberg
  Title: Chief Executive Officer
     

 

  2  

Exhibit 10.1

 

Amendment to 2018 Equity Incentive Plan, dated August 15, 2018

 

The Wize Pharma, Inc. 2018 Equity Incentive Plan (the “Plan”) is hereby amended as follows:

 

Section 6.1 is hereby amended and restated to read as follows:

 

“6.1 Subject to the provisions of Section 11, the maximum aggregate number of Shares that may be issued under this Plan is 2,500,000 Shares. Such number of Shares will be increased on the first day of each Fiscal Year beginning with the 2019 Fiscal Year, by an amount equal to the lower of (i) 1,000,000 Shares, or (ii) 5% of the outstanding Shares on the last day of the immediately preceding Fiscal Year. Such number of Shares may be increased as determined by the Board, and to the extent required by Applicable Law, by the stockholders of the Company.”

 

Section 4(d) of Appendix B to the Plan is hereby amended and restated to read as follows:

 

“ Maximum amount . Subject to the provision of Section 11 of the Plan, to the extent consistent with Section 422 of the Code, not more than an aggregate of 2,500,000 Shares may be issued as ISOs under the Plan, plus to the extent allowable under Section 422 of the Code, any Shares subject to ISOs that are forfeited. Such number of Shares will be increased on the first day of each Fiscal Year beginning with the 2019 Fiscal Year, by an amount equal to the lower of (i) 1,000,000 Shares, or (ii) 5% of the outstanding Shares on the last day of the immediately preceding Fiscal Year. Such number of Shares may be increased as determined by the Board, and to the extent required by Applicable Law, by the stockholders of the Company.”

 

All other terms and conditions of the Plan not otherwise modified hereby shall remain in full force and effect.