Current Report Filing (8-k)
December 20 2019 - 9:13AM
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 20, 2019
Wize
Pharma, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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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Written communications
pursuant to Rule 425 under the Securities Act
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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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:
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
1.01. Entry Into a Material Definitive Agreement.
On
December 20, Wize Pharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with an accredited investor. Pursuant to the Purchase Agreement, the Company agreed to sell to the investor, and the investor
agreed to purchase from the Company, in a private placement, an aggregate of 2,037,037 shares of common stock for a purchase price
of $0.27 per share, for aggregate gross proceeds under the Purchase Agreement of $550,000. The Company also agreed to issue to
the investor five-year warrants (the “Warrants”) to purchase an aggregate of 4,074,047 shares of common stock. The
Warrants will have an exercise price of $0.27 per share and will be exercisable five days following the public announcement of
positive clinical data results for LO2A.
The
Warrants will be exercisable on a cashless basis in the event that, six months after issuance, there is not an effective registration
statement for the resale of the shares underlying the Warrants.
In
connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities
Act of 1933, as amended, for transactions not involving a public offering, and/or Rule 506 thereunder.
The
foregoing descriptions of the Purchase Agreement and Warrants do not purport to be complete and are subject to and qualified by
reference to the full text of such documents, which are attached as exhibits to this Form 8-K.
Item
3.02 Unregistered Sales of Equity Securities.
The
information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.
Item
9.01. Financial Statements and 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.
December 20, 2019
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Wize Pharma, Inc.
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By:
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/s/
Or Eisenberg
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Or Eisenberg
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Chief Financial Officer
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