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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Appointments and
Resignations
On
November 7, 2018, Noam Danenberg was appointed to the Board of Directors (the “
Board
) of Wize Pharma, Inc. (the "
Company
")
and as Chairman of the Board. Also on November 7, 2018 Mr. Danenberg resigned as the Chief Operating Officer of the Company. Mr.
Danenberg’s decision to resign was not as a result of any disputes with the Company.
On
November 7, 2018, Ron Mayron resigned from the Board and as Chairman of the Board, effective upon Mr. Danenberg’s appointment.
Mr. Mayron’s decision to resign was not as a result of any disputes with the Company. Mr. Mayron is expected to continue
to serve the Company as a part-time consultant.
Noam
Danenberg served as our Chief Operating Officer from November 15, 2017 until his resignation on November 7, 2018. He has served
as a strategic advisor to Wize Pharma Ltd. (“
Wize Israel
”), the Company’s wholly owned subsidiary, since
April 2015. Mr. Danenberg co-founded Panmed Inc. in January 2014, a company in the field of repositioning drugs activities. Since
2000, Mr. Danenberg has provided private investment consulting services to numerous private and public companies through his wholly
owned company, N. Danenberg Holding (2000) Ltd. From May 2014 to January 2015, Mr. Danenberg served as a director of Go.D.M. Investments
Ltd. (TASE: GODM). From 2000 to 2012, Mr. Danenberg served as an investment advisor at International Software Consulting Limited
and from 2004 to 2008 he served as the Chairman and CEO of Fitracks Inc. From 2006 to 2012, he also served as the Chairman of the
Board of Hawk Medical Technologies Ltd. Mr. Danenberg holds a B.B.A. in Computer Science from the European University in Antwerp,
Belgium and an M.B.A. from the Boston University Brussels Graduate Center.
There
are no understandings or arrangements between Mr. Danenberg and any other person pursuant to which Mr. Danenberg was selected as
a director. There are no family relationships between Mr. Danenberg and any director or other executive officer of the Company,
and he does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a)
of Regulation S-K. The Company expects to pay Mr. Danenberg and related entities an aggregate of approximately $195,000 for the
fiscal year ending December 31, 2018 pursuant to the Original Agreement, as amended (as defined below).
Consulting Agreements
As previously disclosed
in the Company’s 8-K filed with the SEC on August 22, 2018, on August 20, 2018, Wize Israel entered into a restated consulting
services agreement (the “
Original Agreement
”) with Mr. Danenberg and N. Danenberg Holdings (2000) Ltd., an Israeli
company affiliated with Mr. Danenberg (the “
Consulting Company
”). On November 7, 2018, Wize Israel, Mr. Danenberg
and the Consulting Company entered into amendment No.1 to the Original Agreement (the “
Amendment
”), through
which the parties amended the Original Agreement to remove references to Mr. Danenberg’s service as Chief Operating Officer.
The compensation and other material terms of the Original Agreement were not revised.
On November 7, 2018, the
Company and Wize Israel entered into a consulting agreement (the “
Consulting Agreement
”) with Ron Med Ltd, an
Israeli company affiliated with Mr. Mayron (the “
Consultant
”), pursuant to which Ron Med shall serve as a strategic
advisor to the Company's senior management and Board. The Consultant shall receive a monthly compensation of NIS 20,000 (approximately
$5,415). The Consulting Agreement shall have a term of one year (the “
Initial Term
”) and shall be renewed for
additional one year periods. The Consulting Agreement may be terminated by either party following the Initial Term.
The foregoing description
of the Amendment and of the Consulting Agreement does not purport to be complete and is subject to, and qualified in its entirety
by reference to the Amendment and the Consulting Agreement, which are filed herewith as Exhibit 10.1 and 10.2, and are incorporated
herein by reference.