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 4, 2019 (March 4, 2019)

 

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 March 4, 2019, Wize Pharma, Inc. (the “Company”) and its wholly-owned subsidiary Wize Pharma Ltd. (“Wize Israel”) entered into an amendment to convertible loan agreements (the “Amendment”) with Rimon Gold Assets Ltd. (“Rimon Gold”), Ridge Valley Corporation (“Ridge Valley”), and Shimshon Fisher (“Fisher” and, together with Rimon Gold and Ridge Valley, the “Lenders”). Pursuant to the Amendment, the maturity date under the (i) convertible loan agreement between Wize Israel and Rimon Gold, dated March 20, 2016 (as amended, the “2016 Loan Agreement”), and (ii) convertible loan agreement, dated January 12, 2017 (as amended, the “2017 Loan Agreement”), among Wize Israel, Rimon Gold, and Ridge Valley, was extended to May 31, 2019 from March 4, 2019. The parties also agreed that the Lenders’ investment rights under the 2016 Loan Agreement to invest up to $512,809, in the aggregate, at $1.308 per share, and the Lender’s investment rights under the 2017 Loan Agreement to invest up to $663,446, in the aggregate, at $1.332 per share, be extended to November 30, 2019. The foregoing description of the Amendment is qualified by reference to the full text of the Amendment, which is filed as an exhibit to this report.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.1   Amendment to Convertible Loan Agreements

 

1

 

 

SIGNATURES

 

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

 

  Wize Pharma, Inc.
       
Date: March 4, 2019 By: /s/ Or Eisenberg
    Name:   Or Eisenberg
    Title: Chief Executive Officer

 

 

2

 

Exhibit 10.1

 

AMENDMENT TO CONVERTIBLE LOAN AGREEMENTS

 

This Amendment to Convertible Loan Agreements (this “ Amendment ”) dated this 4 th day of March, 2019, by and among Wize Pharma Ltd. Private Company 520033259 (the “ Company ”), Wize Pharma, Inc., Rimon Gold Assets Ltd., Private Company, 514819424 (“ Rimon Gold ’’), Ridge Valley Corporation (“ Ridge Valley ”), and Shimshon Fisher (“ Fisher ”).

 

W I T N E S S E T H:

 

WHEREAS, the Company is party to a convertible loan agreement with Rimon Gold, dated March 20, 2016 (as amended, the “ First Convertible Loan Agreement ”), as amended by (i) the addendum dated March 30, 2016, between the Company and Rimon Gold, (ii) the second convertible loan agreement (as amended, the “ Second Convertible Loan Agreement ”) , dated January 12, 2017, among the Company, Rimon Gold, and Ridge Valley, (iii) an amendment to the First Convertible Loan Agreement, dated December 21, 2017, and (iv) an amendment to convertible loan agreements, dated October 19, 2018;

 

WHEREAS, pursuant to an assignment and assumption, Fisher is party to the Second Convertible Loan Agreement;

 

WHEREAS, the parties desire to amend the First Convertible Loan Agreement and the Second Convertible Loan Agreement as more particularly set forth below;

 

WHEREFORE, the parties do hereby agree as follows:

 

1. This Amendment will be effective immediately.

 

2. The maturity date (the “ Maturity Date ”) of the loans under each of the First Convertible Loan Agreement and the Second Convertible Loan Agreement is hereby amended and extended to be May 31, 2019.

 

3. The expiration date of the investment right under the First Convertible Loan Agreement and the investment option under the Second Convertible Loan Agreement is hereby amended and extended to be 180 days after the Maturity Date (for the sake of clarity, as amended hereby, i.e., to expire on November 30, 2019).

 

4. Except as modified herein, the terms of the First Convertible Loan Agreement and the Second Convertible Loan Agreement shall remain in full force and effect.

 

5. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment. A signature delivered by facsimile shall constitute an original.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

 

WIZE PHARMA LTD. PRIVATE COMPANY 520033259   WIZE PHARMA, INC.
         
By: /s/ Or Eisenberg   By: /s/ Or Eisenberg
Name:   Or Eisenberg   Name:   Or Eisenberg
Title: CFO & Acting CEO   Title: CFO & Acting CEO

 

RIMON GOLD ASSETS LTD.    
         
By: /s/ Abir Raveh      
Name:   Abir Raveh      
Title:        

 

RIDGE VALLEY CORPORATION    
         
By: /s/ PRISCILLA JULIE 28/2/2019    
Name:   PRISCILLA JULIE      
Title: DIRECTOR      

 

/s/ Shimshon Fisher      
Shimshon Fisher