Current Report Filing (8-k)
December 09 2019 - 5:23PM
Edgar (US Regulatory)
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) December 9, 2019
Wize
Pharma, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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000-52545
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88-0445167
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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24
Hanagar Street, Hod Hasharon, Israel
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4527708
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(Address
of principal executive offices)
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(Zip
Code)
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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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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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
8.01 Other Events.
As
required by the Securities Purchase Agreement (the “October 2018 Securities Purchase Agreement”), dated October 22,
2018 between Wize Pharma, Inc. (the “Company”) and the Buyers set forth in Schedule of Buyers attached to the October
2018 Securities Purchase Agreement (the “Buyers”) on November 27, 2019 the Company sent the Buyers a notice of a proposed
private placement (the “Private Placement”). Pursuant to the proposed Private Placement the Company was proposing
to sell up to 2,851,852 shares (the “Shares”) of its common stock at $.27 per share for gross proceeds of up to $770,000
and to issue a warrant (the “Warrant”) to purchase two shares of the Company’s common stock at an exercise price
of $0.27 per share (subject to adjustment as set forth in the Warrant).
As
required by the October 2018 Securities Purchase Agreement the Company sent the Buyers a notice describing the Private Placement
and offered the Buyers the right to participate in the Private Placement to the extent permitted by the 2018 Securities Purchase
Agreement.
The
Company has determined not to proceed with the Private Placement and has not executed any agreement in connection with the Private
Placement. The Company is filing this 8-K as required by the October 2018 Securities Purchase Agreement. The Company has included
a form the proposed Securities Purchase Agreement and Warrant as exhibits to this Report on Form 8-K.
This
communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration
or qualification under the securities laws of any such jurisdiction.
Item
9.01. Financial Statement and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Wize
Pharma, Inc.
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Date:
December 9, 2019
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By:
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/s/Or
Eisenberg
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Name:
Or Eisenberg
Title: Chief Financial Officer
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