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)  May 21, 2019

 

Wize Pharma, 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.)

 

5b Hanagar Street, Hod Hasharon, Israel   4527708
(Address of Principal Executive Offices)   (Zip Code)

 

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:

 

  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

 

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. ☒

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
         
         

 

   

 

 

Item 7.01. Regulation FD Disclosure.

 

On May 21, 2019, Wize Pharma, Inc. (the “Company”)  issued a letter to its shareholders. A copy of the letter is furnished as Exhibit 99.1 hereto, and incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, and including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

 

The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

  Description
     
99.1   Letter to shareholders issued May 21, 2019

  

  1  

 

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.

 

  Wize Pharma, Inc.
     
Date:  May 21, 2019 By: /s/ Or Eisenberg
    Name: Or Eisenberg
    Title: Chief Financial Officer

  

  2