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 25, 2015

 

OphthaliX 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.)

 

10 Bareket Street, Petach Tikva, Israel		4951778
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code:  +(972) 3-924 1114

 

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

 

 

 

Item 1.01    Entry into a Material Definitive Agreement

 

On August 25, 2015, OphthaliX, Inc., a Delaware corporation (the “Company”), executed an amendment (the “Amendment”) with respect to the previously announced Share Purchase Agreement with Improved Vision Systems (I.V.S) Ltd (“IVS”), an Israeli company, Dan Oz, founder and shareholder of IVS and all other shareholders of IVS. 

 

Pursuant to the Amendment, the deadline for holding the initial closing has been extended to October 30, 2015. In addition, certain closing conditions have been revised to, among other things, provide that the amount of fundraising required to hold an initial closing shall be not less than $3 million and to remove as a closing condition the requirement to receive approval to up-list to a national securities exchange.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.  

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements relating to, among other things, the Company’s expectations related to the timing and closing of the acquisition of IVS, all of which are subject to risks and uncertainties. Forward-looking statements often include words such as “outlook,” “projected,” “intends,” “will,” “anticipate,” “believe,” “target,” “expect,” and statements in the future tense are generally forward-looking statements. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. The Company assumes no obligation to update such statements.

 

Item 9.01    Financial Statements and Exhibits.

 

(d)    Exhibits:

 

Exhibit No.		Description
2.1		Amendment to Share Purchase Agreement by and between OpthaliX, Inc., Improved Vision Systems (I.V.S) Ltd.,  Dan Oz and all other shareholders of Improved Vision Systems (I.V.S) Ltd.

 

SIGNATURES

 

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

 

	OphthaliX Inc.
Date:  August 27, 2015	By	/s/ Pnina Fishman
		Pnina Fishman, Interim CEO

 

 

 

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Exhibit 2.1

 

AMENDMENT TO SHARE PURCHASE AGREEMENT

 

THIS AMENDMENT TO SHARE PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of August 14, 2015,by and between Mr. Dan Oz (the “Founder”) founder and shareholder of Improved Vision Systems (I.V.S) Ltd., a company incorporated under the laws of the State of Israel (the “Company”), all other shareholders of the Company (the “Other Shareholders” together with the Founder, each listed on Schedule A attached to the SPA (as defined below), the “Sellers”), and OphthaliX Inc., a corporation incorporated under the laws of the State of Delaware, or any subsidiary thereof (“OphthaliX” or the “Purchaser”). Each of the Sellers and the Purchaser shall sometimes be referred to as a “Party” and together, as the “Parties”.

 

WHEREAS the Company, the Sellers and the Purchaser entered into that certain Share Purchase Agreement (the “SPA”), dated June 18, 2015,setting forth, among others, certain matters regarding:(i) the sale, transfer and assignment of the Company's issued and outstanding ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”) currently held by the Sellers, in consideration for an aggregate amount of 2,920,748 shares of common stock of the Purchaser, par value US$ 0.001 (the “Common Stock”), and (ii) the exchange of the Options (as defined in the SPA) of the Company, currently committed to the Option Holders (as defined in the SPA), into an aggregate amount of 303,174 options to purchase shares of Common Stock of the Purchaser, all as detailed in the SPA; and

 

WHEREAS, the Parties desire to amend certain provisions of the SPA, all as more fully set out herein.

 

All capitalized terms used and not otherwise defined herein shall have the meanings given them in the SPA.

 

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:

 

1.

Section 2.1 of the SPA shall be amended so that the Closing Deadline referred to therein shall be October 30, 2015 instead of August 15, 2015.

 

2.

Section 8.2.2 of the SPA shall be replaced in its entirety by the following:

 

"8.2.2. Completion of a fundraising by OphthaliX of an amount of not less than US$3 Million (the “Fundraising”)."

 

3.

Sections 8.2.3, 8.3.2 and 8.3.3 shall be entirely removed.

 

4.

The following paragraph shall be added in its entirety at the end of Section 12 (Expenses):

 

"In addition to the aforementioned, the Purchaser shall within three (3) days from the Initial Closing reimburse the Founder for all costs and expenses incurred in behalf of the Company, in connection with the maintenance of the Company's Intellectual Property and management accounts, provided that such reimbursement shall not to exceed NIS 50,000."

 

5.

This Amendment shall be effective upon execution thereof by all Parties hereto.

 

 

6.

Except for the above amendments, the remainder of the terms and conditions of the SPA shall continue in full force and effect and shall, mutatis mutandis, apply to this Amendment.

 

7.

In any event of a conflict between and conditions contained in this Amendment and the SPA, the terms contained in this Amendment shall govern.

 

8.

This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the parties actually executing such counterpart, and all of which together shall constitute one and the same instrument.

 

[signature page immediately follows]

 

  

IN WITNESS WHEREOF the parties have signed this Amendment as of the date first hereinabove set forth.

 

THE COMPANY:

 

IMPROVED VISION SYSTEMS (I.V.S) LTD.

 

By:	/s/ Dan Oz
Name:	Dan Oz
Title:	CEO
THE FOUNDER:
/s/ Dan Oz
Dan Oz
OTHER SHAREHOLDERS:
/s/ Itzhak Shilo
Itzhak Shilo
/s/ Diago Gilad Katz
Diago Gilad Katz
/s/ Shmuel Shilo
Shmuel Shilo
/s/ Eran David Shilo
Eran David Shilo
THE PURCHASER:
OPHTHALIX INC.
By:	/s/ Pnina Fishman
Name:	Pnina Fishman
Title:	Chairman

 

 

[SIGNATURE PAGES OF AMENDMENT TO SPA, I.V.S – OPHTHALIX, AUGUST 2015]

 

 

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