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Filing Details

Accession Number:: 0001213900-20-002732
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-02-06 08:59:06
Reporting Period:: 2018-10-24

Accepted Time:: 2020-02-06 08:59:06
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1218683	Wize Pharma Inc.	WIZP	Pharmaceutical Preparations (2834)	880445167

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1721808	Ltd Assets Gold Rimon	32 Habarzel St. Tel Aviv L3 6971047		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.001 Per Share	Acquisiton	2018-10-24	400,000	$1.00	2,985,483	No	4	P	Direct
Common Stock	Acquisiton	2019-12-13	1,692,606	$0.27	6,966,414	No	4	C	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	C	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Warrants	Acquisiton	2018-10-24	400,000	$0.00	400,000	$1.10
Common Stock	Series B Warrants	Acquisiton	2018-10-24	400,000	$0.00	400,000	$1.00
Common Stock	Common Stock Warrants	Acquisiton	2019-05-31	520,820	$0.00	520,820	$1.10
Common Stock	Common Stock Warrants	Acquisiton	2019-12-13	3,385,212	$0.00	3,385,212	$0.27
Common Stock	Future Investment Rights	Disposition	2019-12-13	350,334	$0.00	350,334	$0.27

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
400,000	2018-10-24	2023-10-24	No	4	P	Direct
400,000	2018-10-24		No	4	P	Direct
520,820	2019-05-31	2021-05-30	No	4	J	Direct
3,385,212		2024-12-12	No	4	P	Direct
350,334	2019-12-13	2024-12-12	No	4	J	Direct

Footnotes

Represents (i) 617,442 shares of Common Stock, (ii) 603,486 shares of Common Stock then issuable upon the conversion of the 2016 Convertible Notes (as defined below), (iii) 263,887 shares of Common Stock then issuable upon the conversion of the 2017 Convertible Notes (as defined below), (iv) 400,000 shares of Common Stock then issuable upon exercise of Series A Warrants, (v) 400,000 shares of Common Stock then issuable upon exercise of Series B Warrants, (vi) 392,055 shares of Common Stock then issuable upon the exercise of the 2016 Investment Rights (as defined below) and (vii) 308,613 shares of Common Stock then issuable upon the exercise of the 2017 Investment Rights (as defined below). (Continued in Footnote 2)
(Continued from Footnote 1) The Reporting Person is an Israeli private company wholly owned by the Goldfinger Trust (the "Trust"), whose trustee is Abir Raveh (the "Trustee") and whose beneficiary is Yair Goldfinger. 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.
(Continued from Footnote 2) The Reporting Person's then-outstanding loan in the principal amount of $531,067, which bore interest at an annual rate of 4% (the "2016 Convertible Notes"), was convertible (including accrued interest) into 605,298 shares of Common Stock based on a conversion price per share of $0.9768. The Reporting Person had the right to invest up to $392,055, in the aggregate, at an agreed price per share of $1.308 (the "2016 Investment Right"). The Reporting Person had the right to invest up to $308,613, in the aggregate, at an agreed price per share of $1.332 (the "2017 Investment Right"). (Continued in Footnote 4)
(Continued from Footnote 3) The Reporting Person's then-outstanding loan to the Issuer in the principal amount of $274,048, which bore interest at an annual rate of 4% (the "2017 Convertible Notes"), was convertible (including accrued interest) into 264,709 shares of Common Stock based on a loan conversion price per share of $1.1112. In connection with a private placement consummated by the Issuer in October 2018, on October 19, 2018 the Reporting Person and the other parties thereto entered into an amendment to the 2016 Convertible Notes and the 2017 Convertible Notes (the "Loan Agreements Amendment"). (Continued in Footnote 5)
(Continued from Footnote 4) Pursuant to the Loan Agreements Amendment, the maturity date (the "Loan Agreements Maturity Date") under the 2016 Convertible Notes and the 2017 Convertible Notes was amended to be the earliest of (a) 90 days following the date that a registration statement relating to the resale of up to 13,706,000 shares of Common Stock issued or issuable in connection with the October 2018 private placement is declared effective by the U.S. Securities and Exchange Commission, (b) 90 days following the date on which all securities issued to investors in the October 2018 private placement are no longer deemed "registrable securities" under the Registration Rights Agreement entered into in connection with the October 2018 private placement, and (c) October 24, 2019. (Continued in Footnote 6)
(Continued from Footnote 5) In addition, pursuant to the Loan Agreements Amendment, the expiration date of the 2016 Investment Right and the 2017 Investment Right was amended to be 180 days after the Loan Agreements Maturity Date.
Acquired upon conversion of an aggregate of $457,004 of the 2016 Convertible Notes and the 2017 Convertible Notes at an adjusted conversion price of $0.27 per share.
Represents (i) 2,310,048 shares of Common Stock, (ii) 400,000 shares of Common Stock issuable upon exercise of Series A Warrants, (iii) 3,385,212 shares of Common Stock issuable upon exercise of the Conversion Warrants (as defined below), (iii) 520,820 shares of Common Stock issuable upon exercise of the Loan Extension Warrants (as defined below), and (iv) 350,334 shares of Common Stock issuable upon exercise of Future Investment Rights.
The Series B Warrants had a term that expired 20 days following the later of (i) the public announcement of Phase II clinical data for LO2A and (ii) six months following the issuance date, provided that, for each day after the issuance date that an Equity Conditions Failure (as defined in the Series B Warrants) occurred, the expiration date of the Series B Warrants was to be extended by one day. The Series B Warrants expired on April 24, 2019.
Issued in consideration for the Reporting Person extending for a term of six months the maturity date of each of the 2016 Convertible Notes and the 2017 Convertible Notes in the aggregate amount of $914,008 (such warrants, the "Loan Extension Warrants").
Exercisable five days following the public announcement of positive clinical data results for LO2A (such warrants, the "Conversion Warrants").
Future investment rights to purchase 350,334 shares of Common Stock terminated upon the Company paying the remaining aggregate $457,004 outstanding under the 2016 Convertible Notes and the 2017 Convertible Notes.