UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D
Under the Securities Exchange Act of 1934

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

WIZE PHARMA, INC.

(Name of Issuer)

 

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

 

97751M207

(CUSIP Number)

 

Noam Danenberg

Borochov 4, Hod Hasharon, Israel

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

April 21, 2019

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    ☐

 

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 97751M207

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Noam Danenberg

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

PF, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Israel

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH:

7

SOLE VOTING POWER

 

387,000(1)

8

SHARED VOTING POWER

 

400,013 (2)

9

SOLE DISPOSITIVE POWER

 

387,000 (1)

10

SHARED DISPOSITIVE POWER

 

400,013 (2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

822,013 (1)(2)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.77% (3)

14

TYPE OF REPORTING PERSON

 

IN

       

(1) Includes (i) 125,000 shares of common stock, (ii) 125,000 shares of common stock underlying Series A Warrants, (iii) 125,000 shares of common stock underlying Series B Warrants and (iv) options to purchase 12,000 shares of common stock that are exercisable within 60 days.
   
(2) Includes (i) 40,100 shares of common stock held by N. Danenberg Holdings (2000) Ltd., (ii) 265,531 shares of common stock issuable upon conversion of convertible loans held by Mobigo Inc. and (iii) 94,382 shares of common stock issuable upon exercise of investment rights held by Mobigo Inc.
   
(3) Based on 9,917,550  shares of common stock outstanding as of April 28, 2019 as disclosed by the Issuer to the reporting persons, plus the shares of common stock underlying the options, restricted stock units, Series A Warrants, Series B Warrants, convertible loans and investment rights referenced in footnotes (1) and (2).   

 

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CUSIP No. 97751M207

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Mobigo Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Republic of Seychelles

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH:

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

359,913 (1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

 359,913 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

359,913 (1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.5% (2)

14

TYPE OF REPORTING PERSON

 

CO 

       

(1) Includes (i) 265,531 shares of common stock issuable upon conversion of convertible loans held by Mobigo Inc. and (iii) 94,382 shares of common stock issuable upon exercise of investment rights held by Mobigo Inc.  Noam Danenberg  has sole voting and dispositive control over securities of the Issuer owned by Mobigo Inc.
   
(2) Based 9,917,550 shares of common stock outstanding as of April 28, 2019 as disclosed by the Issuer to the reporting persons, plus the shares of common stock underlying the convertible loans and investment rights referenced in footnote (1).

  

3

 

 

CUSIP No. 97751M207

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

N. Danenberg Holdings (2000) Ltd. 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Israel

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH:

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

40,100 (1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

40,100 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

40,100 (1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.4% (2)

14

TYPE OF REPORTING PERSON

 

OO

       

(1) Includes 40,100 shares of common stock .  Noam Danenberg   has sole voting and dispositive control over securities of the Issuer owned by N. Danenberg Holdings (2000) Ltd. 
   
(2) Based on 9,917,550 shares of common stock outstanding as of April 28, 2019 as disclosed by the Issuer to the reporting persons.

 

4

 

 

Item 1. Security and Issuer

 

This Schedule 13D (the “ Schedule 13D ”) relates to the common stock, par value $0.001 per share (the “ Common Stock ”), of Wize Pharma, Inc., a Delaware corporation (“ Issuer ”), which is located at 5b Hanagar Street, Hod Hasharon, Israel, 4527708. All information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date hereof.

 

Item 2. Identity and Background

 

(a) This statement is being filed by Noam Danenberg, Mobigo Inc. (“Mobigo”) and N. Danenberg Holdings (2000) Ltd.  (“NDH”, and together with Mr. Danenberg and Mobigo, the “Reporting Persons”).

 

(b) The Reporting Persons’ principal business address is Borochov 4, Hod Hasharon, Israel.

 

(c) Mr. Danenberg is the Chief Executive Officer of the Issuer.

 

(d) During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

 

(f) Mr. Danenberg is an Israeli citizen, NDH is incorporated under the laws of Israel and Mobigo is incorporated under the laws of the Republic of Seychelles.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Mr. Danenberg purchased the 125,000 shares of common stock, Series A Warrants to purchase 125,000 shares of common stock and Series B Warrants to purchase 125,000 shares of common stock from the existing holder on April 21, 2019 with his personal funds. Mobigo Inc. purchased the convertible loans (convertible into 265,531 shares of common stock) and the investment rights (exercisable into 94,382 shares of common stock) from Ridge Valley Corporation (“Ridge”) on April 21, 2019 for the release of certain debts owed to him by Ridge. Mr. Danenberg’s wife owns 49% of Ridge. NDH was issued the 40,1000 shares in April 2018 as compensation for services Mr. Danenberg provided to the Issuer through NDH. Mr. Danenberg was issued options to purchase 36,000 shares of common stock on April 4, 2018, of which 12,000 are exercisable within 60 days of filing and 140,000 RSUs on March 31, 2019, of which 35,000 vest within 60 days of filing.

 

Item 4. Purpose of Transaction

 

All of the Issuer’s securities owned by the Reporting Persons have been acquired for investment purposes only.  Except as set forth above, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D.  The Reporting Persons may, at any time, review or reconsider their position with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.

 

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Item 5. Interest in Securities of the Issuer

 

(a) As of the date hereof, the Reporting Persons beneficially own 822,013 shares of the Issuer’s common stock, which represents approximately 7.8% of the Issuer’s common stock.

 

(b)

Mr. Danenberg may be deemed to hold sole voting and dispositive power over 387,000 shares of common stock of the Issuer consisting of (i) 125,000 shares of common stock, (ii) 125,000 shares of common stock underlying Series A Warrants, (iii) 125,000 shares of common stock underlying Series B Warrants, (iv) options to purchase 12,000 shares of common stock that are exercisable within 60 days and (v) shares of common stock underlying RSUs that vest within 60 days. Mr. Danenberg may be deemed to hold shared voting and dispositive power over (i) 40,100 shares of common stock held by NDH, (ii) 265,531 shares of common stock issuable upon conversion of convertible loans held by Mobigo and (iii) 94,382 shares of common stock issuable upon exercise of investment rights held by Mobigo.

   
 

Mobigo may be deemed to hold shared voting and dispositive power over (ii) 265,531 shares of common stock issuable upon conversion of convertible loans held by Mobigo and (iii) 94,382 shares of common stock issuable upon exercise of investment rights held by Mobigo.

 

NDH may be deemed to hold shared voting and dispositive power over 40,1000 shares of common stock held by NDH.

 

(c) Within the last 60 days, (i) options to purchase 3,000 shares vested on April 4, 2019, (ii) Mr. Danenberg purchased the 125,000 shares of common stock, Series A Warrants to purchase 125,000 shares of common stock and Series B Warrants to purchase 125,000 shares of common stock from the existing holder on April 21, 2019, for a total purchase price of $125,000, and (iii) Mobigo Inc. purchased the convertible loans (convertible into 265,531 shares of common stock) and the investment rights (exercisable into 94,382 shares of common stock) from Ridge on April 21, 2019 for the release of certain debts owed to him by Ridge in the amount of approximately $275,000.  Mr. Danenberg’s wife owns 49% of Ridge. NDH was issued the 40,1000 shares in April 2018  as compensation for services Mr. Danenberg provided to the Issuer through NDH.  

 

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 822,013 shares of common stock reported in Item 5(a).

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Not applicable.

 

Item 7. Material to Be Filed as Exhibits

 

Exhibit   Description
     
99.1   Joint Filing Agreement among Noam Danenberg, Mobigo and NDH

 

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Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: May 1, 2019 /s/  Noam Danenberg
 

Noam Danenberg

   
Dated: May 1, 2019 Mobigo Inc.
   
  By: /s/ Noam Danenberg
  Name:  Noam Danenberg
  Title: Owner

 

Dated: May 1, 2019 N. Danenberg Holdings (2000) Ltd.
   
  By: /s/ Noam Danenberg
  Name:  Noam Danenberg
  Title: Chief Executive Officer

 

 

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