Filing Details

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Rule 13d-101

 

(Amendment No. __)*

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE § 240.13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE § 240.13d-2(a)

 

Wize Pharma, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

97751M108

(CUSIP Number)

 

Rimon Gold Assets Ltd.

Raveh Ravid & Co.

32A Habarzel Street

Tel Aviv, Israel

Tel: +972 (3) 767-6999

Attention: Abir Raveh

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 16, 2017

(Date of Event which Requires Filing this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 97751M108

Schedule 13D

 

1	NAMES OF REPORTING PERSONS   Rimon Gold Assets Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ☐   (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   42,006,847*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   42,006,847*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   42,006,847*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   28.7%*
14	TYPE OF REPORTING PERSON   CO

 

* See Item 5 for beneficial ownership information.

 

 

CUSIP No. 97751M108

Schedule 13D

 

1	NAMES OF REPORTING PERSONS   Abir Raveh
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ☐   (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   42,006,847*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   42,006,847*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   42,006,847*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   28.7%
14	TYPE OF REPORTING PERSON   OO

 

* See Item 5 for beneficial ownership information.

 

 

Item 1. Security and Issuer.

 

This statement relates to shares of common stock, par value $0.001 per share (the "Shares") of Wize Pharma, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 5b Hanagar Street, Hod Hasharon, Israel 4527708.

 

Item 2. Identity and Background.

 

(a) - (c), (f): The following are the (i) names of the reporting persons (the “Reporting Persons”), (ii) place of organization, principal business, and address of the principal business or office of each Reporting Person that is a corporation, and (iii) residence or business address and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship, of each Reporting Person who is a natural person:

 

(1)

Rimon Gold Assets Ltd. ("Rimon Gold") is an Israeli private company wholly owned by the Goldfinger Trust (the "Trust"), whose beneficiary is Yair Goldfinger and whose trustee is Abir Raveh (the "Trustee"). Rimon Gold’s' principal business is various business investments, including investment in the Issuer. Rimon Gold’s business address is 32 Habarzel, Tel Aviv, Israel. The sole director and executive officer of Rimon Gold is Abir Raveh.

 

(2)

Mr. Abir Raveh, the Trustee, is a citizen of the State of Israel. Mr. Raveh is the managing partner and a co-founder of Raveh-Ravid, a certified public accounting firm in Israel. Mr. Raveh’s address is 32 Habarzel, Tel Aviv, Israel.

 

(d)       None of the Reporting Persons has, during the last five years, been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors).

 

(e)        None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

See Item 4 below, which is incorporated by reference herein.

 

Item 4. Purpose of Transaction.

On November 16, 2017 (the “Closing Date”), Bufiduck Ltd., a wholly owned subsidiary of the Issuer (“Merger Sub”) was merged with and into Wize Pharma Ltd., a company formed under the laws of the State of Israel (“Wize Israel”), with Wize Israel continuing as the surviving entity and becoming a wholly owned subsidiary of the Issuer (the “Merger”) and Issuer was renamed “Wize Pharma, Inc.”. U.S. dollar translations of NIS amounts presented herein are translated using the rate of NIS 3.513 to one U.S. dollar, the exchange rate reported by the Bank of Israel for November 26, 2017.

 

In connection with the Merger and under the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 21, 2017, by and between the Issuer, Merger Sub and Wize Israel (the “Merger Agreement”):

 

●

at the effective time of the Merger (the “Effective Time”) each ordinary share of Wize Israel that was issued and outstanding was automatically cancelled and converted into 4.1445791236989 Shares (the “Exchange Ratio”). As a result, an aggregate of 93,971,259 Shares were issued to former Wize Israel shareholders;

 

 

●

amounts borrowed under a convertible loan (the “2016 Loan”) extended to Wize Israel by Rimon Gold, reflected by a convertible loan agreement entered into on March 20, 2016 (as amended on March 30, 2016, the “2016 Loan Agreement”), were adjusted based on the Exchange Ratio and became convertible into Shares at a conversion price of NIS 0.15 (approximately $0.04), subject to adjustments for stock splits and similar events set forth in the 2016 Loan Agreement (the “2016 Loan Conversion Price”). The 2016 Loan consists of Rimon’s agreement to loan Wize Israel an aggregate principal amount of NIS 2 million (approximately $569,000), such loan having a maturity date of December 31, 2017 and bearing interest at an annual rate of 4%. As of November 27, 2017, Rimon Gold has loaned NIS 2 million (approximately $569,000) to the Issuer. Rimon Gold has the right, at its sole discretion, to convert any outstanding portion of the 2016 Loan, including interest, into Shares, but not less than NIS 100,000 (approximately $28,000)

 

●

amounts borrowed under a convertible loan (the “2017 Loan”, and together with the 2016 Loan, the “Convertible Loans”) extended to Wize Israel by each of Ridge Valley Corporation (“Ridge”), Rimon Gold and Shimshon Fisher (collectively, the “2017 Lenders”), reflected by a convertible loan agreement entered into on January 19, 2017 (the “2017 Loan Agreement”), were adjusted based on the Exchange Ratio and became convertible into Shares at a conversion price of NIS 0.17 (approximately $0.05), subject to adjustments for stock splits and similar events set forth in the 2017 Loan Agreement (the “2017 Loan Conversion Price”). The 2017 Loan consists of the 2017 Lenders’ agreement to loan Wize Israel an aggregate principal amount of up to NIS 3 million (approximately $854,000), such loan having a maturity date of December 31, 2017 and bearing interest at an annual rate of 4%. As of November 27, 2017, each of the 2017 Lenders have loaned NIS 1 million (approximately $285,000) to the Issuer. Rimon Gold has the right, at its sole discretion, to convert any outstanding portion of the 2017 Loan, including interest, into Shares, but not less than NIS 100,000 (approximately $28,000);

 

●

under the 2016 Loan Agreement, as modified by the 2017 Loan Agreement, Rimon Gold has the right, until the lapse of 18 months following the conversion of the loan under the 2016 Loan Agreement, to invest up to NIS 3 million (approximately $854,000), in the aggregate, at an agreed price per share (as adjusted based on the Exchange Ratio) of NIS 0.21 (approximately $0.06), if the Issuer conducts any equity financing (the “2016 Future Investment Right”); and

 

●

under the 2017 Loan Agreement, the 2017 Lenders (including Rimon Gold), have the right until the lapse of 18 months following the conversion of the loan under the 2017 Loan Agreement, to make investments in the Issuer in an amount equal to NIS 1.50 (approximately $0.40) for each NIS 1.00 (approximately $0.30) of its respective loan amount converted, at an agreed price per share equal to 120% of the loan conversion price (the “2017 Future Investment Right”).

 

In order to secure its obligations and performance pursuant to the 2016 Loan Agreement, Wize Israel recorded a first priority fixed charge in favor of Rimon Gold on all of Wize Israel’s rights, including its distribution rights, under the license agreement, as amended entered into by Wize Israel and Resdevco Ltd., and a first priority floating charge on all of Wize Israel’s rights, title and interest in all of its assets, as they may exist from time to time (the agreements relating to such charges being referred to as the “Security Agreements”). Rimon Gold is entitled, under certain circumstances, to demand repayment of the 2016 Loan, including among others: (i) if Wize Israel breaches or fails to perform or is shown to have made a false statement, under the 2016 Loan Agreement or the Security Agreements; (ii) any failure of Wize Israel to make a timely payment; (iii) upon the appointment of a receiver; (iv) the imposition of a lien on a material asset of Wize Israel; (v) if Wize Israel files a motion to stay proceedings; (vi) upon the expiration or termination of the LO2A License Agreement or if any party is in material breach of the LO2A License Agreement or if any party notifies the other of its intention to terminate the LO2A License Agreement; (vii) an adverse material change; and (viii) upon the non-performance of Wize Israel pursuant to the 2017 Loan Agreement. The 2016 Loan Agreement and the Security Agreements contain a number of other restrictive covenants that limit Wize Israel’s operating flexibility. These covenants include, among other things, limitations on the creation of liens; on the incurrence of indebtedness; on dispositions of assets, mergers, acquisitions and other change of control transactions; on changes in the general nature of Wize Israel’s business; restrictions on payments to related parties; restrictions on conducting rights offerings, and on the distribution of dividends.

 

 

The 2017 Loan contains a number of restrictive covenants that limit Wize Israel’s operating flexibility. These covenants include, among other things, limitations on the creation of liens; on the incurrence of indebtedness; on dispositions of assets, mergers, acquisitions and other change of control transactions; on changes in the general nature of Wize Israel’s business; restrictions on payments to related parties; and on the distribution of dividends. As part of the 2017 Loan Agreement, Wize Israel and the other lenders agreed that (1) the security interests made under the Security Agreements will also serve to secure the loans made by Rimon Gold under the 2017 Loan Agreement, and (2) Rimon Gold will have the right to be repaid the full 2016 Loan prior to any repayment of the 2017 Loan.

 

In connection with the Merger Agreement, Wize Israel sought and obtained the written consents of Rimon Gold and Ridge to the transactions contemplated by the Merger Agreement. The consent provided by Rimon Gold provided that it is based upon, among other things, the following obligations: (1) following the closing of the Merger Agreement, the Issuer will assist Rimon Gold with its filing requirements, if any, with the Securities and Exchange Commission with respect to beneficial ownership and similar reports; and (2) at closing of the Merger Agreement, the Issuer will execute and deliver to Rimon Gold an Irrevocable Guaranty and Undertaking (the “Guaranty”).

 

Under the Guaranty, the Issuer irrevocably guarantees Wize Israel’s obligations to Rimon Gold under the Convertible Loans. In addition, the Guaranty contains a number of restrictive covenants that limit the Issuer’s operating flexibility. These covenants include, among other things, limitations on the creation of liens; on the incurrence of indebtedness; on dispositions of assets, mergers, acquisitions and other change of control transactions; on changes in the general nature of the Issuer’s business; and on the distribution of dividends.

 

As a result of the Merger, Rimon Gold, currently beneficially owns 42,006,847 Shares, representing approximately 28.7% of the outstanding Shares, consisting of:

 

●

13,906,526 Shares into which the Rimon Gold’s 2016 Loan principal amount of NIS 2,000,000 (approximately $569,000) plus accrued interest of NIS 133,000 (approximately $38,000) as of November 27, 2017, is convertible into based on the 2016 Loan Conversion Price;

 

●

6,071,361 Shares into which the Rimon Gold’s 2017 Loan principal amount of NIS 1,000,000 (approximately $285,000) plus accrued interest of NIS 27,000 (approximately $8,000) as of November 27, 2017, is convertible into based on the 2017 Loan Conversion Price;

 

●

14,627,926 Shares issuable upon the exercise of Rimon Gold’s 2016 Future Investment; and

 

●

7,401,034 Shares issuable upon the exercise of Rimon Gold’s 2017 Future Investment Rights.

 

The foregoing description of the Merger Agreement, the 2016 Loan Agreement, the 2017 Loan Agreement, the Security Agreements and the Guaranty is qualified in its entirety by the full text of such agreements, which are incorporated by reference herein.

 

The Reporting Persons intend to review their investment in the Issuer on a regular basis. Subject to the limitations imposed by applicable law, the Reporting Persons reserve the right to, without limitation, purchase, hold, vote, trade, dispose of or otherwise deal in Shares, in open market or private transactions, block sales or purchases or otherwise, and at such times as they deem advisable to benefit from, among other things, changes in market prices of Shares, changes in the Issuer’s operations, business strategy or prospects, or from the sale or merger of the Issuer. In order to evaluate their investment, the Reporting Persons may routinely monitor the Issuer’s share price, business, business development, capital structure and strategic matters, prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations.

 

 

Except as may be provided otherwise herein, none of the Reporting Persons, presently have any other plans or proposals which would result in: (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation of the Issuer or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iii) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board of Directors; (iv) any material change in the present capitalization or dividend policy of the Issuer; (v) any other material change in the Issuer’s business or corporate structure, (vi) any changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (vii) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (viii) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (ix) any action similar to any of those enumerated above. However, due to changing circumstances, the Reporting Persons may in the future elect otherwise and reserve their right to effectuate any and all changes which they deem in furtherance of the best interests of the Issuer.

 

Item 5. Interest in Securities of the Issuer.

 

The percentages set forth below are based on 104,412,510 Shares outstanding as of November 27, 2017, based on information provided to the Reporting Persons by the Issuer.

 

(a), (b) Rimon Gold beneficially owns 42,006,847 Shares, representing approximately 28.7% of the outstanding Shares, consisting of 13,906,526 Shares issuable upon the conversion of Rimon’s portion of the 2016 Loan, 6,071,361 Shares issuable upon the conversion of Rimon’s portion of the 2017 Loan, 14,627,926 Shares issuable upon the exercise of Rimon’s 2016 Future Investment Rights and 7,401,034 Shares issuable upon the exercise of Rimon’s 2017 Future Investment Rights. The sole director and executive officer of Rimon Gold is Abir Raveh, the Trustee. The Trust directs the management of Rimon Gold, its investment and voting decisions and the Trustee directs the management of the Trust, its investment and voting decisions. 

 

(c)       None of the Reporting Persons have effected any transactions in the Shares in the past 60 days, except as set forth in Item 4, which is incorporated by reference herein.

 

(d)       No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons.

 

(e)       Not applicable.

 

Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer.

 

See Item 4 above, which is incorporated by reference herein.

 

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit 1 -	Agreement and Plan of Merger, dated as of May 21, 2017, by and among the Issuer, Bufiduck Ltd. and Wize Pharma Ltd. (incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer on May 21, 2017).
Exhibit 2 -	Convertible Loan Agreement dated March 20, 2016 between Wize Pharma Ltd. and Rimon Gold Assets Ltd. (unofficial English translation from Hebrew) (incorporated herein by reference to Exhibit 10.21 of the Registration Statement on Form S-4 filed by the Issuer on July 27, 2017).
Exhibit 3 -	Addendum to Convertible Loan Agreement dated March 30, 2016 between Wize Pharma Ltd. and Rimon Gold Assets Ltd. (unofficial English translation from Hebrew) (incorporated herein by reference to Exhibit 10.22 of the Registration Statement on Form S-4 filed by the Issuer on July 27, 2017).
Exhibit 4 -	Second Convertible Loan Agreement dated January 12, 2017 between Wize Pharma Ltd. Ridge Valley Corporation and Rimon Gold Assets Ltd. (unofficial English translation from Hebrew) (incorporated herein by reference to Exhibit 10.23 of the Registration Statement on Form S-4 filed by the Issuer on July 27, 2017).
Exhibit 5 -	Debenture Floating Charge dated March 20, 2016 between Wize Pharma Ltd. and Rimon Gold Assets Ltd. (unofficial English translation from Hebrew) (incorporated herein by reference to Exhibit 10.24 of the Registration Statement on Form S-4 filed by the Issuer on July 27, 2017).
Exhibit 6 -	Debenture - Fixed Charge dated March 20, 2016 between Wize Pharma Ltd. and Rimon Gold Assets Ltd. (unofficial English translation from Hebrew) (incorporated herein by reference to Exhibit 10.25 of the Registration Statement on Form S-4 filed by the Issuer on July 27, 2017).
Exhibit 7 -	Debenture Floating Charge dated October 26, 2016 between Ocu Wize Ltd. and Rimon Gold Assets Ltd. (unofficial English translation from Hebrew) (incorporated herein by reference to Exhibit 10.26 of the Registration Statement on Form S-4 filed by the Issuer on July 27, 2017).
Exhibit 8 -	Debenture – Fixed Charge dated October 26, 2016 between Ocu Wize Ltd. and Rimon Gold Assets Ltd. (unofficial English translation from Hebrew) (incorporated herein by reference to Exhibit 10.27 of the Registration Statement on Form S-4 filed by the Issuer on July 27, 2017).
Exhibit 9 -	Amendment to Debenture – Floating Charge dated March 28, 2017 between Wize Pharma Ltd. and Rimon Gold Assets Ltd. (unofficial English translation from Hebrew) (incorporated herein by reference to Exhibit 10.28 of the Registration Statement on Form S-4 filed by the Issuer on July 27, 2017).
Exhibit 10 -	Amendment to Debenture – Fixed Charge dated March 28, 2017 between Wize Pharma Ltd. and Rimon Gold Assets Ltd. (unofficial English translation from Hebrew) (incorporated herein by reference to Exhibit 10.29 of the Registration Statement on Form S-4 filed by the Issuer on July 27, 2017).
Exhibit 11 -	Amendment to Debenture – Floating Charge dated March 28, 2017 between Ocu Wize Ltd. and Rimon Gold Assets Ltd. (unofficial English translation from Hebrew) (incorporated herein by reference to Exhibit 10.30 of the Registration Statement on Form S-4 filed by the Issuer on July 27, 2017).
Exhibit 12 -	Amendment to Debenture – Fixed Charge dated March 28, 2017 between Ocu Wize Ltd. and Rimon Gold Assets Ltd. (unofficial English translation from Hebrew) (incorporated herein by reference to Exhibit 10.31 of the Registration Statement on Form S-4 filed by the Issuer on July 27, 2017).
Exhibit 13 -	Form of Irrevocable Guaranty and Undertaking (incorporated herein by reference to Exhibit 10.32 of the Registration Statement on Form S-4 filed by the Issuer on July 27, 2017).
Exhibit 14 -	Joint Filing Agreement by and among the Reporting Persons.

 

 

SIGNATURE

 

After a reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

 

Dated: November 27, 2017

 

	Rimon Gold Assets Ltd.
	By:	/s/ Abir Raveh
	Name:	Abir Raveh
	Title:	Director
	Abir Raveh
	By:	/s/ Abir Raveh

 

 

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