MAWSON INFRASTRUCTURE GROUP INC.
Level 5, 97 Pacific Highway
North Sydney C3 NSW 2060 Australia

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CONSENT SOLICITATION STATEMENT

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INTRODUCTION

This Consent Statement is being furnished in connection with the solicitation of written consents of the shareholders of Mawson Infrastructure Group Inc. (“Mawson” or the “Company”) to amend our Certificate of Incorporation to effect(i) effectuate a reverse stock split of all of the outstanding shares of our issued and outstanding common stock, bypar value $0.001 per share (“Common Stock”) at a ratio of not less than one-for-ten1-10 (“Reverse Stock Split”) and not more than one-for-two hundred at any time prior(ii) decrease the Company’s authorized Common Stock from 800,000,000 shares to February 19, 2019,120,000,000 shares (the “Capitalization Reduction”). The Board considers the Reverse Stock Split desirable to comply with the exact ratioinitial listing requirements of various stock exchanges as well as the likely effect on the market prices for our common stock. In addition, following the Reverse Stock Split, we will have approximately 54 million shares of Common Stock outstanding and do not require such a high amount of authorized Common Stock.

We intend to be set at a whole number withinmail this range as determined byConsent Solicitation Statement and the Board of Directors.

Only stockholdersaccompanying consent card on or about July 26, 2021 to the holders of record of our common stock atas of the close of business on January 30, 2018 will be entitled to attend and vote at the meeting. A list of all stockholders entitled to vote at the Special Meeting will be available at the principal office of the Company for the ten days prior to February 19, 2018. The list will be arranged in alphabetical order and show the address and number of shares held by each stockholder. It will be available for examination by any stockholder for any purpose germane to the Special Meeting. The proxy materials will be mailed to stockholders on or about February 5, 2018.

By Order of the Board of Directors

/s/Ron Mayron

Chairman

WHETHER OR NOT YOU PLAN ON ATTENDING THE SPECIAL MEETING IN PERSON, PLEASE VOTE AS PROMPTLY AS POSSIBLE TO ENSURE THAT YOUR VOTE IS COUNTED.

WIZE PHARMA, INC.

5b Hanagar Street, Hod Hasharon

Israel 4527708

Telephone: +(972) 72-260-0536

PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON FEBRUARY 19, 2018

SOLICITATION OF PROXIES

The enclosed proxyJuly 6, 2021. This date is solicited by the Board of Directors of Wize Pharma, Inc. (referredreferred to as the “Company”, “we,“record date.” “us,” or “our”) for use at the Special MeetingWritten consents of stockholders representing a majority of the Company’s stockholders to be held at the law offices of Goldfarb Seligman & Co., 98 Yigal Alon St., Tel Aviv, Israel on February 19, 2018 at 10:00 a.m. local time and at any adjournments thereof. Whether or not you expect to attend the Special Meeting in person, please vote your shares as promptly as possible to ensure that your vote is counted. The proxy materials will be mailed to stockholders on or about February 5, 2018.

REVOCABILITY OF PROXY AND SOLICITATION

Any stockholder executing a proxy that is solicited hereby has thevoting power to revoke it prior to the voting of the proxy. Revocation may be made by attending the Special Meeting and voting the shares of stock in person, or by delivering to the Secretary of the Company at the principal office of the Company prior to the Special Meeting a written notice of revocation or a later-dated, properly executed proxy. Solicitation of proxies may be made by directors, officers and other employees of the Company by personal interview, telephone, facsimile transmittal or electronic communications. No additional compensation will be paid for any such services. This solicitation of proxies is being made by the Company which will bear all costs associated with the mailing of this proxy statement and the solicitation of proxies.

RECORD DATE

Holders of record of our common stock aton the close of business on January 30, 2018 will be entitledrecord date are required to receive notice of, to attend and to vote at the Special Meeting.

ACTION TO BE TAKEN UNDER PROXY

Unless otherwise directed by the giverapprove each of the proxy, the persons named in the form of proxy, namely, Or Eisenberg, our Acting Chief Executive Officer, Chief Financial Officer, TreasurerReverse Stock Split and Secretary, and Noam Danenberg, our Chief Operating Officer, or either one of them who acts, will vote:Capitalization Reduction.

•General        FOR granting the

The Board of Directors the authority, in its sole direction,has elected to approve anobtain stockholder approval for the amendment to our Certificatecertificate of Incorporation to effectincorporation and Reverse Stock Split and Capitalization Reduction by written consent, rather than by calling a reverse stock split (the “Reverse Stock Split”)special meeting of stockholders. Written consents are being solicited from all of our issuedstockholders pursuant to Section 228 of the Delaware General Corporation Law and outstanding common stockSection 1.1 of our Bylaws.

Receipt of Consents

We must receive your written consent by 5:00 p.m., Pacific Time, on August 30, 2021 (unless extended by the Company) (the “Approval Date”) to be counted in the vote on the Reverse Stock Split.

Stockholders who wish to vote “YES” for each of the Reverse Stock Split and Capitalization Reduction should complete, sign and date the accompanying written consent card and return it to the Company in the enclosed postage prepaid envelope as soon as possible. You can also vote online at . www.investorvote.com/MIGI to complete an electronic written consent solicitation. You will be asked to provide the company number and control number from the enclosed written consent solicitation. Your online vote must be received by 11:59 p.m. ET on August 29, 2021 to be counted. In addition, you can also vote by phone at at 1-800-652-VOTE (8683) within the US, US territories & Canada. Outside the US, US Territories & Canada, call +1 781-575-2300. You will be asked to provide the company number and control number from the enclosed written consent solicitation. Your phone vote must be received by 11:59 p.m. ET on August 29, 2021 to be counted.

A written consent card returned by a ratio ofstockholder will be counted “consent to,” “does not less than one-for-ten and not more than one-for-two hundred at any time priorconsent to” or “abstain” with respect to February 19, 2019, with the exact ratio to be set at a whole number within this rangeReverse Stock Split, as determined by the Board of Directors; and

•        According to their judgment,indicated on the transactionconsent card, with respect to all shares shown on the books of such matters or other businessthe Company as may properly come before the Special Meeting or any adjournments thereof.

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WHO IS ENTITLED TO VOTE; VOTE REQUIRED; QUORUM

As of January 30, 2018, the record date there were 104,412,510as being owned by such shareholder. Any stockholder who signs and returns the written consent card but who does not indicate a choice thereon will be deemed to have consented to the approval of each of the Reverse Stock Split and Capitalization Reduction. Stockholder approval will be effective upon receipt by the Company of affirmative written consents representing a majority of the Company’s outstanding shares, but in no event prior August 30, 2021.

Who May Vote

Only stockholders of record as of the record date of July 6, 2021 (the “Record Date”) may vote. You are entitled to one vote for each share of the Company common stock you held on the record date.

The common stock and the series A preferred stock vote together as a single class. You may vote on all shares owned by you as of the Record Date, including (1) shares held directly in your name as the stockholder of record, and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee. On the Record Date we had 539,192,684 shares of common stock issued and outstanding which constitutes alland 178 shares of the outstanding capitalseries A preferred stock issued and issued and outstanding.

Each holder of the Company. Holdersshares of common stock areis entitled to one vote for each share of common stock held by them.

33.33%as of the 104,412,510Record Date. Each holder of shares of series A preferred stock is are entitled to the number of votes equal to the number of whole share of common stock into which the shares of series A preferred stock held by such holder are convertible. As of the Record Date, the 178 shares of series A preferred stock outstanding were convertible into 178,000 shares of common stock. Accordingly, there are 539,370,684 votes outstanding voting together as a single class on the Record Date.

If you hold your stock in “street name” and you fail to instruct your broker or nominee as to how to vote your shares, your broker or nominee MAY NOT, pursuant to applicable stock exchange rules, vote your stock with respect to each of the Reverse Stock Split and Capitalization Reduction.

Vote Required

We must receive written consents representing a majority of the outstanding shares of capitalour common stock present in person or represented by proxy, will constituteand series A preferred stock voting together as a quorum atsingle class (with the Special Meeting. For purposes of the quorum and the discussion below regarding the vote necessary to take stockholder action, stockholders of record who are present at the Special Meeting in person or by proxy and who abstain, including brokers holding customers’ shares of record who cause abstentions to be recorded at the Special Meeting, are considered stockholders who are present and entitled to vote and are counted towards the quorum. Only stockholders of record at the close of businessseries A preferred stock voting on January 30, 2018 are entitled to receive notice of, to attend, and to vote at the Special Meeting. Information about the stockholdings of our directors and executive officers is contained in the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management.” Pursuant to the Company Bylaws, if a quorum fails to attend the Special Meeting, the chair of the Special Meeting may adjourn the Special Meeting to another place, date, and time.

Brokers holding shares of recordan as-converted basis) for customers generally are not entitled to vote on “non-routine” matters, unless they receive voting instructions from their customers. As used herein, “uninstructed shares” means shares held by a broker who has not received voting instructions from its customers on a specific proposal. A “broker non-vote” occurs when a nominee holding uninstructed shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that non-routine matter. In connection with the treatment of abstentions and broker non-votes, the approval of the Reverse Stock Split (Proposal 1) is considered a non-routine matter.Split. Accordingly, brokers are not entitled to vote uninstructed shares with respect to Proposal No. 1.

We strongly encourage you to provideabstentions from voting instructions to brokers holding shares in order to ensure your shares will be voted at the Special Meeting in the manner you desire.

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS

Why am I receiving these materials?

Wize Pharma, Inc. has made these materials available to you in connection with the Company’s solicitation of proxies for use at the Special Meeting of stockholders to be held on February 19, 2018 at 10:00 a.m. local time at the law offices of Goldfarb Seligman & Co., 98 Yigal Alon St., Tel Aviv, Israel. These materials describe the proposals on which the Company would like you to vote and also give you information on these proposals so that you can make an informed decision. We are mailing our proxy materials on or about February 5, 2018 to all stockholders of record entitled to vote at the Special Meeting.

What is included in these materials?

These materials include this proxy statement, the proxy card or the voter instruction form for the Special Meeting.

What is the proxy card?

The proxy card enables you to appoint Or Eisenberg, our Acting Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary, and Noam Danenberg, our Chief Operating Officer, as your representative at the Special Meeting. By completing and returning a proxy card, you are authorizing these individuals to vote your shares at the Special Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Special Meeting.

What items will be voted on?

You are being asked to vote on the following specific proposal:

•        To grant the Board of Directors the authority, in its sole direction, to approve an amendment to our Certificate of Incorporation to effect a reverse stock split of our issued and outstanding common stock by a ratio of not less than one-for-ten and not more than one-for-two hundred at any time prior to February 19, 2019, with the exact ratio to be set at a whole number within this range as determined by the Board of Directors.

We will also transact any other business that properly comes before the Special Meeting.

How does the Board of Directors recommend that I vote?

Our Board of Directors unanimously recommends that you vote your shares:

•        FOR granting the Board of Directors the authority, in its sole direction, to approve an amendment to our Certificate of Incorporation to effect a reverse stock split of our issued and outstanding common stock by a ratio of not less than one-for-ten and not more than one-for-two hundred at any time prior to February 19, 2019, with the exact ratio to be set at a whole number within this range as determined by the Board of Directors.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Some of our stockholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially in street name.

Stockholder of Record

If on January 30, 2018 your shares were registered directly in your name with our transfer agent, VStock Transfer LLC, you are considered a stockholder of record with respect to those shares, and the proxy materials, including a proxy card, were sent directly to you by the Company. As the stockholder of record, you have the right to directeffect of a vote “against” each of the votingReverse Stock Split and Capitalization Reduction.

Revocation of your shares by returning the proxy card to us, including voting over the Internet. Whether or not you plan to attend the Special Meeting, if you do not vote over the Internet, please complete, date, sign and return a proxy card to ensure that your vote is counted.

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Beneficial Owner of Shares Held in Street Name

If on January 30, 2018 your shares were held in an account at a brokerage firm, bank, broker-dealer, or other nominee holder, then you are considered the beneficial owner of shares held in “street name,” and the proxy materials, including a voter instruction form, were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Special Meeting. As the beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. However, since you are not the stockholder of record, you may not vote these shares in person at the Special Meeting unless you receive a valid proxy from the organization. If you request printed copies of the proxy materials by mail, you will receive a voter instruction form.

How Do I Vote?

Stockholders of Record. If you are a stockholder of record, you may vote by any of the following methods:

•Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the proxy materials.

•By Mail. You may vote by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope provided.

•In Person. You may attend and vote at the Special Meeting. The Company will give you a ballot when you arrive.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters, but cannot vote on non-routine matters such as Proposal No. 1. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”We strongly encourage you to provide voting instructions to brokers holding shares in order to ensure your shares will be voted at the Special Meeting in the manner you desire.

If you are a beneficial owner of shares held in street name, you may vote by any of the following methods:

•Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the proxy materials.

•By Telephone. You may vote by proxy by calling the toll free number found on the voter instruction form.

•By Mail. You may vote by proxy by filling out the voter instruction form and returning it in the pre-addressed, postage-paid envelope provided.

•In Person. If you are a beneficial owner of shares held in street name and you wish to vote in person at the Special Meeting, you must obtain a legal proxy from the organization that holds your shares.

What if I change my mind after I have voted?Consent

You may revoke your proxy andwithdraw or change your vote at any timewritten consent before the final vote at the Special Meeting.solicitation period expires August 30, 2021. You may vote again on a later date via the Internet (only your latest Internet proxy submitted priorwill need to the Special Meeting will be counted), by signing and returning a new proxy card or a voter instruction form with a later date, or by attending the Special Meeting and voting in person. However, your attendance at the Special Meeting will not automatically revoke your proxy unless you vote again at the Special Meeting or specifically request that your prior proxy be revoked by delivering to the Company’s Secretary at 5b Hanagar Street, Hod Hasharon, Israel 4527708, a written notice of revocation prior to the Special Meeting.

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Please note, however, that if your shares are held of record by an organization, you must instruct them that you wish to change your vote by following the procedures on the voter instruction form provided to you by the organization. If your shares are held in street name, and you wish to attend the Special Meeting and vote at the Special Meeting, you must bring to the Special Meeting a legal proxy from the organization holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.

How are proxies voted?

All valid proxies received prior to the Special Meeting will be voted. All shares represented by a proxy will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions.

What happens if I do not give specific voting instructions?

Stockholders of Record. If you are a stockholder of record and you:

•        indicate when voting on the Internet that you wish to vote as recommended by the Board of Directors, or

•        sign and return a proxy card without giving specific voting instructions,

then the proxy holders will vote your shares in the manner recommended by the Board of Directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Special Meeting. We strongly encourage you to provide voting instructions to ensure your shares will be voted at the Special Meeting in the manner you desire.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters, but cannot vote on non-routine matters, which includes granting the Board of Directors the authority, in its sole direction, in determining a higher stock price that may be required to meet the listing qualifications for one of the national securities exchanges, to approve the Reverse Stock Split (Proposal 1). Accordingly, brokers are not entitled to vote uninstructed shares with respect to Proposal No. 1.We strongly encourage you to provide voting instructions to brokers holding shares in order to ensure your shares will be voted at the Special Meeting in the manner you desire.

Do I have dissenters’ right of appraisal?

Holders of shares of our common stock do not have appraisal rights under Delaware Law or under the governing documents of the Company in connection with the proposals.

How many votes are required to approve Proposal No. 1?

The affirmative vote of a majority of the shares outstanding on the record date of common stock are required to approve granting the Board of Directors the authority, in its sole direction, to approve an amendment to our Certificate of Incorporation to effect a reverse stock split of our issued and outstanding common stock by a ratio of not less than one-for-ten and not more than one-for-two hundred at any time prior to February 19, 2019, with the exact ratio to be set at a whole number within this range as determined by the Board of Directors.

Is my vote kept confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:

•        as necessary to meet applicable legal requirements;

•        to allow for the tabulation and certification of votes; and

•        to facilitate a successful proxy solicitation.

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Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board of Directors.

Do any of the Company’s officers and directors have any interest in matters to be acted upon?

The members of our board of directors and our executive officers do not have any interest in any proposal that is not shared by all other stockholders of the Company.

Where do I find the voting results of the Special Meeting?

We will announce voting results at the Special Meeting and also in our Current Report on Form 8-K, which we anticipate filing within four (4) business days of the Special Meeting.

Who can help answer my questions?

You can contact our corporate headquarters at 5b Hanagar Street, Hod Hasharon, Israel 4527708, or by phone at +(972) 72-260-0536 or by sendingsend a letter to the Company’s Secretary,corporate secretary stating that you are revoking your previous vote.

Absence of Appraisal Rights

Stockholders who abstain from consenting with respect to each of the Reverse Stock Split and Capitalization Reduction, or who withhold consent to the amendment, do not have the right to an appraisal of their shares of common stock or any questions about any proposal describedsimilar dissenters’ rights under applicable law.

Expenses of this Solicitation

This solicitation is being made by the Company’s Board, and we will bear the costs of such solicitation, including preparation, printing and mailing costs. Written consents will be solicited principally through the mails, but our directors, officers and employees may solicit written consents personally or by telephone. Arrangements will be made with brokerage firms and other custodians, nominees and fiduciaries to forward these consent solicitation materials to stockholders whose stock in the Company is held of record by such entities, and we will reimburse such brokerage firms, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith. In addition, we may pay for and utilize the services of individuals or companies we do not regularly employ in connection with this proxy statement or how to execute your vote.consent solicitation, if management determines it advisable.

6The Board of Directors recommends that the stockholders give their written consent in favor of each of the Reverse Stock Split and Capitalization Reduction.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forthshows information with respect to the beneficial ownership of our common stock as of January 30, 2018 by:July 6, 2021 for:

•each person, or group of affiliated persons, known byto us to own beneficially own5% or more than 5% of our outstanding common stock (based solely on our review of SEC filings);

•        each of our directors;

•        each of our executive officers;stock; and

•        alleach of our directors and executive officers as a group.officers.

The percentagesPercentage ownership is based on 539,192,684 shares of common stock beneficially owned are reported on the basisoutstanding as of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a personJuly 6, 2021, which is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of, with respectgiving effect to the security. number of shares of our common stock outstanding following the Closing Date.

Except as indicated inby footnote and subject to community property laws where applicable, to our knowledge, the footnotes to this table, each beneficial ownerpersons named in the table below hashave sole voting and sole investment power with respect to all shares of common stock shown as beneficially owned by them.

Beneficial ownership is determined in accordance with the rules of the SEC and each person’s address is c/o Wize Pharma, Inc., 5b Hanagar Street, Hod Hasharon, Israel 4527708, unless otherwise indicated. As of January 30, 2018 there were 104,412,510 sharesgenerally includes voting or investment power with respect to securities. Shares of our common stock outstanding.Common Stock subject to options, warrants, notes or other conversion privileges currently exercisable or convertible, or exercisable within 60 days of the date of this table, are deemed outstanding for computing the percentage of the person holding such option, warrant, note, or other convertible instrument but are not deemed outstanding for computing the percentage of any other person. Where more than one person has a beneficial ownership interest in the same shares, the sharing of beneficial ownership of these shares is designated in the footnotes to this table.

(7)      These shares are beneficially owned (directly and indirectly) by Mr. Manning, a member of the authority, in its sole direction,Board of Directors and Chief Executive Officer of Mawson, whose address is at our headquarters. Includes shares held by Manning Capital Holdings Pty Ltd, to approvewhich Mr. Manning has shared voting and investment power and shares held by Defender Equities Pty Ltd and Robbins Estate Pty Ltd.

(8)      These shares are beneficially owned by Mr. Hughes, a member of the Board of Directors, whose address is at our headquarters. Includes shares held by Mr. Hughes’s wife, Jane MacDonald Hughes to which Mr. Hughes has shared voting and investment power.

(9)      These shares are beneficially owned by Mr. Wilson, the Chief Operating Officer of Mawson, whose address is at our headquarters.

Effects of the Reverse Stock Split on Outstanding Convertible Notes

If the Reverse Stock Split is effected, any outstanding convertible notes entitling their holders to convert such preferred shares into our shares of Common Stock will have their conversion price increased in street name. However, these banks, brokers, custodians,direct proportion to the 1-10 Reverse Stock Split ratio.   This increase in conversion price will reduce the number of shares of Common Stock each noteholder will receive upon conversion.  Currently, our convertible notes have a conversion price of $0.00.   As of July 6, 2021, there was $21,569,530 of convertible notes outstanding convertible at a conversion price of approximately $0.34 into 63,626,903 shares of Common Stock.  Based on the 1-for-10 Reverse Stock Split, the conversion price for the convertible notes would increase to approximately $3.40 and the $21,569,530 of convertible notes would be convertible into 6,362,690 shares of Common Stock.

Effects of the Reverse Stock Split on Outstanding Options and Warrants to Purchase Common Stock

If the Reverse Stock Split is effected, any outstanding options or other nominees maywarrants entitling their holders to purchase shares of our Common Stock will be proportionately changed by our Board in the same ratio as the reduction in the number of shares of outstanding Common Stock, except that any fractional shares resulting from such reduction will be rounded down to the nearest whole share to comply with the requirements of Code Section 409A. Correspondingly, the per share exercise price of such options or warrants will be increased in direct proportion to the Reverse Stock Split ratio, so that the aggregate dollar amount payable for the purchase of the shares subject to such securities will remain unchanged.

Effects of the Reverse Stock Split on Our 2012 and 2018 Stock Incentive Plans

Effective February 6, 2012, the Company’s board of directors stockholders approved and adopted the Company’s 2012 Stock Incentive Plan (the “2012 Plan”). With respect to the number of shares reserved for issuance under our Plan, our Board will proportionately reduce such reserve in accordance with the terms of the Plan.  As of July 6, 2021, there were 45,370 shares of Common Stock reserved for issuance under the 2012 Plan, of which 40,474 remained available for future awards, and following the Reverse Stock Split, if any, such reserve will be reduced in direct proportion to the 1-10 Reverse Stock Split ratio.

Effective February 22, 2018, the Company’s board of directors stockholders approved and adopted the Company’s 2018 Stock Incentive Plan (the “2018 Plan”). With respect to the number of shares reserved for issuance under our Plan, our Board will proportionately reduce such reserve in accordance with the terms of the Plan.  As of July 6, 2021, there were 4,741,534 shares of Common Stock reserved for issuance under the 2018 Plan, of which 3,184,813 remained available for future awards, and following the Reverse Stock Split, if any, such reserve will be reduced in direct proportion to the 1-10 Reverse Stock Split ratio.

Appraisal Rights

No stockholder will have different procedures than registered stockholdersappraisal or dissenter’s rights with respect to the Proposal.

Increase of Shares of Common Stock Available for processingFuture Issuance

As a result of the Reverse Stock Split, there will be a reduction in the number of shares of our Common Stock issued and outstanding, resulting in an increase in the number of authorized shares that will be unissued and available for future issuance after the Reverse Stock Split. Stockholders who holdThe Board will have the authority, subject to applicable securities laws and, to the extent applicable, securities exchange listing requirements, to issue all authorized and unissued shares of our common stock with a bank, broker, custodian, or other nomineewithout further stockholder approval, upon such terms and whoconditions as the Board deems appropriate. The Company does not presently have any questions in this regard are encourageddefinitive agreement(s) to contact their banks, brokers, custodians or other nominees.

Registered “Book-Entry” Holdersissue any shares of Common Stock (i.e. stockholders that are registered on the transfer agent’s books and records but do not hold stock certificates)

Certain of our registered holders of common stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.

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Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic) to receive whole shares of post-Reverse Stock Split common stock, subject to adjustment for treatment of fractional shares.

Holders of Certificated Shares of Common Stock

Stockholders holding shares of our common stock in certificated form will be sent a transmittal letter by our transfer agent after the Effective Time. The letter of transmittal will contain instructions on how a stockholder should surrender his, her or its certificate(s) representing shares of our common stock (the “Old Certificates”) to the transfer agent in exchange for certificates representing the appropriate number of whole shares of post-Reverse Stock Split common stock (the “New Certificates”). No New Certificates will be issued to a stockholder until such stockholder has surrendered all Old Certificates, together with a properly completed and executed letter of transmittal, to the transfer agent. No stockholder will be required to pay a transfer or other fee to exchange his, her or its Old Certificates. Stockholders will then receive a New Certificate(s) representing the number of whole shares of common stock that they are entitledavailable as a result of the Reverse Stock Split, subject to the treatmentSplit.

Holders of fractional shares described below. Until surrendered, we will deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the number of whole shares of post-Reverseour Common Stock Split common stock to which these stockholders are entitled, subject to the treatment of fractional shares. Any Old Certificates submitted for exchange, whether because of a sale, transferhave no pre-emptive or other disposition of stock, will automatically be exchanged for New Certificates. If an Old Certificate has a restrictive legend on the back of the Old Certificate(s), the New Certificate will be issued with the same restrictive legends that are on the back of the Old Certificate(s).subscription rights.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Fractional Shares

We do not currently intend to issue fractional shares in connection withCertain Federal Income Tax Consequences of the Reverse Stock Split. Therefore, we will not issue certificates representing fractional shares. In lieuSplit

The following is a discussion of issuing fractions of shares, we will round up to the next whole number.

Effectcertain material U.S. federal income tax consequences of the Reverse Stock Split to U.S. holders (as defined below). This discussion is included for general information purposes only and does not purport to address all aspects of U.S. federal income tax law that may be relevant to U.S. holders in light of their particular circumstances. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), and current Treasury regulations, administrative rulings and court decisions, all of which are subject to change, possibly on a retroactive basis, and any Options, Restricted Stock Awards and Units, Warrants, and Convertible or Exchangeable Securitiessuch change could affect the continuing validity of this discussion.

STOCKHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR FEDERAL, STATE, LOCAL, OR FOREIGN TAX CONSEQUENCES TO THEM OF THE REVERSE STOCK SPLIT.

Based uponThis discussion does not address tax consequences to stockholders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, U.S. holders whose functional currency is not the U.S. dollar, partnerships (or other flow-through entities for U.S. federal income purposes and their partners or members), persons who acquired their shares in connection with employment or other performance of services, broker-dealers, foreign entities, non-resident alien individuals and tax-exempt entities. This summary also assumes that the shares of Common Stock are held as a “capital asset,” as defined in Section 1221 of the Code.

As used herein, the term “U.S. holder” means a holder that is, for U.S. federal income tax purposes:

•        an individual citizen or resident of the United States;

•        a corporation or other entity taxed as a corporation created or organized in or under the laws of the United States or any political subdivision thereof;

•        an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•        a trust (A) if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more “U.S. persons” (as defined in the Code) have the authority to control all substantial decisions of the trust or (B) that has a valid election in effect to be treated as a U.S. person.

Pursuant to the Reverse Stock Split, ratio determined by the Boardeach holder of Directors, proportionate adjustments are generally required to be madeour Common Stock outstanding immediately prior to the per share exercise price and the numbereffectiveness of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities (including investment rights) entitling the holders to purchase, exchange for, or convert into, shares of common stock. This would result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise, exchange or conversion, immediately following the Reverse Stock Split as waswill become the case immediately precedingholder of fewer shares of our Common Stock after consummation of the Reverse Stock Split. The number

Other than with respect to any stockholder that receives a full share for a fractional share, a stockholder generally will not recognize a gain or loss by reason of shares deliverable upon settlement or vestingsuch stockholder’s receipt of restricted stock awards, if any, will be similarly adjusted, subject to our treatment of fractional shares. The number ofpost-Reverse Stock Split shares reserved for issuance pursuant to these securities will be proportionately based upon the Reverse Stock Split ratio determinedsolely in exchange for pre-Reverse Stock Split shares held by such stockholder immediately prior to the Reverse Stock Split. A stockholder’s aggregate tax basis in the post-Reverse Stock Split shares received pursuant to the Reverse Stock Split (including any fractional shares) will equal the stockholder’s aggregate basis in pre-Reverse Stock Split shares exchanged therefore and will be allocated among the post-Reverse Stock Split shares received in the Reverse Stock Split on a pro-rata basis. Stockholders who have used the specific identification method to identify their basis in the pre-Reverse Stock Split shares held immediately prior to the Reverse Stock Split should consult their own tax advisers to determine their basis in the post-Reverse Stock Split shares received in exchange therefor in the Reverse Stock Split. A stockholder’s holding period in the post-Reverse Stock Split shares received pursuant to the Reverse Stock Split will include the stockholder’s holding period in the pre-Reverse Stock Split shares surrendered in exchange therefore, provided the pre-Reverse Stock Split shares surrendered are held as capital assets at the time of the Reverse Stock Split.

A stockholder that receives a full share for a fractional share may be treated as though it received a distribution from the Company to the extent that the value of the full share exceeds the value of the fractional share the stockholder otherwise would have received. Such distribution would be a dividend to the extent of the Company’s current or accumulated earnings and profits. Any amount in excess of earnings and profits would reduce the shareholder’s basis in his or her shares by the Boardamount of Directors, subjectsuch excess. The portion of the full share in excess of the fractional share would have a basis equal to our treatmentthe amount recognized as a dividend and the holding period for such share would begin on the date of the deemed distribution. Stockholders should consult their own tax advisors to determine the consequences to them of receiving a full share in exchange for a fractional shares.share.

No gain or loss will be recognized by us as a result of the Reverse Stock Split.

Accounting Matters

The proposed amendment to the Company’s Certificatecertificate of Incorporationincorporation to effect the Reverse Stock Split will not affect the par value of our common stock per share, which will remain $0.001 par valueCommon Stock per share. As a result, ason the effective date of the Effective Time, the total ofReverse Stock Split, if any, the stated capital attributable to common stock and the additional paid-in capital account on our balance sheet will not change due tobe reduced proportionately based on the Reverse Stock Split.Split ratio, from its present amount, and the additional paid-in capital account will be credited with the amount by which the stated capital

is reduced. Reported per share net income or loss will be higher because there will be fewer shares of common stockCommon Stock outstanding.

12

No Going Private Transaction

Notwithstanding In future financial statements, net income or loss per share and other per share amounts for periods ending before the decrease inReverse Stock Split would be recast to give retroactive effect to the number of outstanding shares following the implementationReverse Stock Split. As described above under “Effects of the Reverse Stock Split on Outstanding Options and Warrants to Purchase Common Stock and on the BoardConvertible Notes,” the per share exercise price of Directors doesoutstanding options and warrants would increase proportionately, and the number of shares of our Common Stock issuable upon the exercise of outstanding options and warrants would decrease proportionately, in each case based on the Reverse Stock Split ratio determined by the Board.

Exchange Act Matters

Our Common Stock is currently registered under the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Stock Split, if implemented, will not intend for this transactionaffect the registration of our Common Stock under the Exchange Act or our reporting or other requirements thereunder. Our Common Stock is currently quoted on the OTC Markets under the symbol “MIGI”. Unless the Reverse Stock Split is done in connection with an initial listing on a national stock exchange, our Common Stock is expected to continue to be quoted on the first stepOTC Markets. The CUSIP number for our Common Stock will also change in a “going private transaction” withinconnection with the meaning of Rule 13e-3 of the Securities Exchange Act of 1934,Reverse Stock Split and the implementation of the proposed reverse stock split will not causebe reflected on new certificates issued by the Company to go private.and in electronic entry systems.

Certain Federal Income Tax ConsequencesEffective Date

A proposed Reverse Stock Split, if approved by our stockholders, would become effective when certificate of amendment to our certificate of incorporation is filed with the Delaware Secretary of State, which would be substantially in the form of the Reverse Stock Split

The following summary describes certain material U.S. federal income tax consequences Amendment attached to this proxy statement as Annex A. On the effective date of the Reverse Stock Split, shares of Common Stock issued and outstanding immediately prior thereto will be combined and converted, automatically and without any action on the part of the stockholders, into new shares of Common Stock in accordance with the 1-10 Reverse Stock Split ratio. As soon as practical after the effective date, the stockholders will be notified that the Reverse Stock Split has been effected.

Effect on Registered and Beneficial Stockholders

Upon the Reverse Stock Split, the Company intends to holderstreat stockholders holding shares of our common stock:

Unless otherwise specifically indicated herein, this summary addressesCommon Stock in “street name” (that is, held through a bank, broker or other nominee) in the tax consequences onlysame manner as stockholders of record whose shares of Common Stock are registered in their names. Banks, brokers or other nominees will be instructed to aeffect the Reverse Stock Split for their beneficial ownerholders holding shares of our common stock that is a citizenCommon Stock in “street name”; however, these banks, brokers or individual resident ofother nominees may apply their own specific procedures for processing the United States, a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia or otherwise subject to U.S. federal income taxation on a net income basis in respectReverse Stock Split. If you hold your shares of our common stock (a “U.S. holder”). A trustCommon Stock with a bank, broker or other nominee, and have any questions in this regard, we encourage you to contact your nominee.

Effect on “Book-Entry” Stockholders of Record

The Company’s stockholders of record may also be a U.S. holder if (1) a U.S. court is able to exercise primary supervision over administration of such trust and onehold some or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person. An estate whose income is subject to U.S. federal income taxation regardless of its source may also be a U.S. holder. This summary does not address all of their shares electronically in book-entry form. These stockholders will not have stock certificates evidencing their ownership of our Common Stock. They are, however, provided with a statement reflecting the tax consequences that may be relevant to any particular investor, including tax considerations that arise from rulesnumber of general application to all taxpayers or to certain classesshares of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates, persons subject to the alternative minimum tax, tradersCommon Stock registered in securities that elect to mark to market and dealers in securities or currencies, (ii) persons thattheir accounts.

If you hold our common stock as part of a positionregistered pre-Reverse Stock Split shares in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction for federal income tax purposes, or (iii) persons thatbook-entry form, you do not hold our common stockneed to take any action to receive your post-Reverse Stock Split shares in registered book-entry form, if applicable. A transaction statement will automatically be sent to your address of record as “capital assets” (generally, property held for investment).

If a partnership (or other entity classifiedsoon as a partnership for U.S. federal income tax purposes) ispracticable after the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequenceseffective time of the Reverse Stock Split.Split indicating the number of post-Reverse Stock Split shares you hold.

This summary is based onExchange of Stock Certificates

Some stockholders of record hold their shares of our Common Stock in certificate form or a combination of certificate and book-entry form. If any of your shares of our Common Stock are held in certificate form, our transfer agent will act as exchange agent for purposes of implementing the provisionsexchange of stock certificates. As soon as practicable after the Internal Revenue Codeeffective time, a letter of 1986, as amended, U.S. Treasury regulations, administrative rulings and judicial authority, all as in effecttransmittal will be sent to our stockholders of record as of the dateeffective time for purposes of this proxy statement. Subsequent developmentssurrendering to the transfer agent certificates representing pre-Reverse Stock Split shares in U.S. federal income tax law, including changesexchange for certificates representing post- Reverse Stock Split shares in law or differing interpretations, which mayaccordance with the procedures set forth in the letter of transmittal. No new certificates will be applied retroactively, could haveissued to a material effect onstockholder until such stockholder has surrendered such

stockholder’s outstanding certificate(s), together with the U.S. federal income tax consequencesproperly completed and executed letter of transmittal, to the exchange agent. From and after the effective time of the Reverse Stock Split.

PLEASE CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.Split, any certificates formerly representing pre-Reverse Stock Split shares which are submitted for transfer, whether pursuant to a sale, other disposition or otherwise, will be exchanged for certificates representing post-Reverse Stock Split shares.

U.S. HoldersSTOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Required Vote

The Reverse Stock Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, a stockholder generally will not recognize gain or loss onapproval of the amendment to our certificate of incorporation to effect the Reverse Stock Split except torequires the extent of cash, if any, received in lieu of a fractional share interest in the post-Reverse Stock Split shares. The aggregate tax basis of the post-split shares received will be equal to the aggregate tax basis of the pre-split shares exchanged therefore (excluding any portion of the holder’s basis allocated to fractional shares), and the holding period of the post-split

13

shares received will include the holding period of the pre-split shares exchanged. A holder of the pre-split shares who receives cash will generally recognize gain or loss equal to the difference between the portion of the tax basis of the pre-split shares allocated to the fractional share interest and the cash received. Such gain or loss will be a capital gain or loss and will be short term if the pre-split shares were held for one year or less and long term if held more than one year. No gain or loss will be recognized by us as a result of the Reverse Stock Split.

No Appraisal Rights

Under the Delaware General Corporation Law, our stockholders are not entitled to appraisal rights with respect to the Reverse Split, and we will not independently provide our stockholders with any such rights.

Vote Required

The affirmative “FOR” vote of a majority of the shares of common stock outstanding onand series A preferred stock voting together as a single class. Unless marked to the record date.contrary, proxies received will be voted “FOR” the proposal to amend our certificate of incorporation to effect the Reverse Stock Split.

TheRecommendation

Our Board of Directors unanimously recommends a vote FOR the approvalproposal to approve the amendment to our certificate of incorporation to effect the Reverse Stock Split.

HOUSE HOLDINGAPPROVAL OF MATERIALSAMENDMENT OF OUR CERTIFICATE OF INCORPORATION TO EFFECT A REDUCTION IN OUR AUTHORIZED COMMON STOCK

In some instances,General

The proposed amendment to our Certificate of Incorporation includes a reduction in our number of authorized shares of Common Stock. Currently, we may issue up to 800,000,000 shares of Common Stock, and we propose to reduce that number to120,000,000 at the same time that we effect the reverse stock split. If the Board, in its sole discretion, determines not to implement the reverse stock split, then we will not reduce our authorized shares and we will continue to be authorized to issue up to 800,000,000 shares of Common Stock.

The reduction in authorized shares will not be directly proportional to the reverse stock split. If the number of authorized shares were to be reduced by the same 1 for 10 ratio as the reverse stock split, we would be left with 80,000,000 authorized shares. Instead, the Board has determined to reduce the number of authorized shares from 800,000,000 to 120,000,000. The Board believes that 80,000,000 authorized shares would not provide adequate flexibility to the Company to engage in future capital raising transactions, acquisitions or other transactions which might require the issuance of Common Stock. If we were only one copyauthorized to issue 80,000,000 shares, based on the number of shares currently outstanding and the number of shares reserved for issuance pursuant to stock options, warrants, preferred stock and convertible notes, we would only be able to issue approximately an additional 13,989,857 shares of Common Stock in future transactions. If we are authorized to issue 120,000,000 shares of Common Stock, then we will be able to issue approximately an additional 53,989,857 shares of Common Stock.

Reasons for the Reduction in Authorized Shares

The Company pays franchise tax in Delaware based upon the number of shares of Common Stock and Preferred Stock that the Company is authorized to issue applying either the par value or an assumed par value (based upon the total assets divided by the number of shares that are outstanding). Without a reduction in the 800,000,000 authorized shares of Common Stock, the estimated annual franchise tax is expected to increase to be approximately $6,000. By reducing the authorized shares to 120,000,000, the franchise tax would only be approximately $1,000. Additionally, the reduction in the number of authorized shares would decrease the potential dilution to our stockholders following the reverse stock split. Of the 800,000,000 shares of Common Stock we are currently authorized to issue, approximately 540 million shares are now outstanding. After we implement the reverse stock split, we will have approximately 54 million shares outstanding. If we do not reduce the number of authorized shares, we could potentially issue up to 746 million shares of Common Stock, which could substantially dilute the ownership of the proxy materials is being deliveredCompany by our existing stockholders. If we reduce the number of shares we are authorized to multipleissue after we implement the reverse stock split to 120,000,000, then we could issue approximately 54 million shares (taking into account shares currently outstanding and the number of shares reserved for issuance pursuant to stock options, warrants, preferred stock and convertible notes). Although the issuance of these shares would still be dilutive to our current stockholders, sharing an address, unless we have received instructions from one orthe potential dilution would be substantially less than that which would be possible if our authorized shares remain at 800,000,000. The Board also believes that 800,000,000 authorized shares of Common Stock would be disproportionately large in relation to the Company’s outstanding Common Stock after the reverse stock split. This could make it more ofdifficult for the stockholdersCompany to continue to deliver multiple copies. We will deliver promptly, upon oral or written request, a separate copy of the applicable materials to a stockholder at a shared address to which a single copy was delivered. If you wish to receive a separate copy of the proxy materials you may call us at +(972) 72-260-0536, or send a written request to Wize Pharma, Inc., 5b Hanagar Street, Hod Hasharon, Israel 4527708, attention: Secretary. If you have received only one copy of the proxy materials, and wish to receive a separate copy for each stockholderobtain equity financing in the future you may call usbecause the Company would have the ability to dilute equity investments significantly at the telephone number or write us at the address listed above. Alternatively, stockholders sharing an address who now receive multiple copiesany time.

Required Vote

The approval of the proxy materials may request deliveryamendment to our certificate of incorporation to effect the Capitalization Reduction requires the affirmative “FOR” vote of a majority of the shares of common stock and series A preferred stock voting together as a single copy, also by calling us atclass. Unless marked to the telephone number or writingcontrary, proxies received will be voted “FOR” the proposal to us atamend our certificate of incorporation to effect the address listed above.

14Capitalization Reduction.

WHERE YOU CAN FIND MORERecommendation

Our Board of Directors recommends a vote FOR the proposal to approve the amendment to our certificate of incorporation to effect the Capitalization Reduction.

FORWARD LOOKING STATEMENTS

This Consent Solicitation Statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be made directly in this Consent Solicitation Statement and they may also be made a part of this Consent Solicitation Statement by reference to other information filed with the Securities and Exchange Commission, which is known as “incorporation by reference.”

Words such as “anticipate,” “expect,” “intend,” “plan” and words of and terms of similar substance used in connection with any discussion of future operating or financial performance, or any potential transaction, identify forward looking statements. All forward-looking statements are management’s present estimates of future events and are subject to a number of factors and uncertainties. Such statements involve a number of risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance or achievements to differ materially from those anticipated.

Our stockholders are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Consent Solicitation Statement or as of the date of any document incorporated by reference in this Consent Solicitation Statement, as applicable. We are under no obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

ADDITIONAL INFORMATION

The Company filesWe file annual, quarterly and current reports, proxy statements and other informationdocuments with the Commission. You canSecurities and Exchange Commission under the Securities Exchange Act of 1934. The public may read and copy any materials that the Company fileswe file with the CommissionSEC at the Commission’sSEC’s Public Reference Room at 100 F450 Fifth Street, N.E.N.W., Washington, D.C. 20549. You canThe public may obtain information abouton the operation of the SEC’s Public Reference Room by calling the CommissionSEC at 1-800-SEC-0330. The Commission also1-800-SEC-0330. Also, the SEC maintains a Web sitean Internet website that contains reports, proxy and information westatements, and other information regarding issuers, including us, that file electronically with the Commission, which youSEC. The public can access overobtain any documents that we file with the SEC at http://www.sec.gov.

In addition, our Company website can be found on the Internet atwww.sec.gov.www.mawsoninc.com

You should rely only. The website contains information about us and our operations. Copies of each of our filings with the SEC on Form 10-K, Form 10-Q and Form 8-K, and all amendments to those reports, can be viewed and downloaded free of charge as soon as reasonably practicable after the information contained in,reports and amendments are electronically filed with or incorporated by reference as an exhibitfurnished to this Proxy Statement. We have not authorized anyone else to provide you with different information. You should not assume that the information in this Proxy Statement is accurate as of any date other than January 31, 2018, or such earlier date as is expressly set forth herein.SEC. To view the reports, access the Company’s website, www.mawsoninc.com, and click on “Investors — SEC filings”.

OTHER BUSINESS

The Board of Directors knows of no business to be brought before the Special Meeting other than as set forth above. If other matters properly come before the stockholders at the Special Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their judgment.

Dated: February 5, 2018

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APPENDIXANNEX A

CERTIFICATE OF AMENDMENT

TO THE
CERTIFICATE OF INCORPORATION

OF

WIZE PHARMA,
MAWSON INFRASTRUCTURE GROUP INC.

Wize Pharma,Mawson Infrastructure Group Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:(the “DGCL”), DOES HEREBY CERTIFY AS FOLLOWS:

FIRST: That the1.      The Board of Directors of Wize Pharma, Inc.the Corporation duly adopted a proposedresolution proposing and declaring advisable the amendment to the Certificate of Incorporation described herein, and the Corporation’s stockholders duly adopted such amendment, all in accordance with the provisions of Section 242 of the DGCL.

2.      Section 3.1(i) of Article III of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety such that, as amended, said corporation to effect a reverse stock split, declaring said amendment to be advisable.

The amendment readssection shall read in its entirety as follows:

Section 3.1“(i) The total number of shares of stock which the Corporation shall have authority to issue is 120,000,000 shares of common stock, par value $.001 per share, and 1,000,000 shares of preferred stock, par value $.001 per share.”

3.      Article III of the Certificate of Incorporation is hereby amended by adding the following:following paragraph to succeed the first paragraph of such article:

“(i). Upon the filing and effectiveness (the “Effective Time”) pursuantWithout regard to the Delaware General Corporation Lawany other provision of this amendment to the Corporation’s Certificatecertificate of Incorporation, as amended,incorporation, each ________*ten (10) shares of Common Stock issued and outstanding, immediately prior to the Effective Time either issued and outstanding or held by the Corporation as treasury stocktime this amendment becomes effective shall be combinedand hereby are automatically reclassified and changed (without any further act) into one (1) validly issued, fully paid-paid and non-assessablenonassessable share of Common Stock, without any further action byprovided that in the Corporation orevent a stockholder would otherwise be entitled to a fraction of a share pursuant to the holder thereof; provided thatprovisions of this paragraph four of Article III, such stockholder shall receive one whole share of Common Stock in lieu of such fractional share and no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Corporation shall round shares up to the nearest whole number. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above.”issued.

* – Whole number between ten (10) and two hundred (200) as determined by the Board of Directors in its sole discretion.

SECOND: That, pursuant to a resolution of its Board of Directors, a special meeting of the stockholders of Wize Pharma, Inc. was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of granting the Board of Directors the authority to amend the Certificate of Incorporation to provide for a reverse stock split and the Board of Directors subsequently approved a ratio of 1-for-________*.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: All other provisions of the Certificate of Incorporation shall remain in full force and effect.

FIFTH: This Certificate of Amendment shall be effective upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, said corporation the Corporation has caused this certificateCertificate of Amendment to be signed this _______ day of ________________, 201 .__________, 2021.