Rimon Gold Assets Form 3 Wize Pharma / Abir Raveh ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Rimon Gold Assets Ltd

(Last) (First) (Middle)

32 HABARZEL STREET

(Street)

TEL AVIV L3 6971047

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2017

3. Issuer Name and Ticker or Trading Symbol
Wize Pharma, Inc. [ WIZP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2016 Convertible Notes	03/31/2016	12/31/2017	Common Stock, par value $0.001 per share	13,906,526	0.04	D
2016 Future Investment Rights	03/31/2016	06/30/2019	Common Stock, par value $0.001 per share	14,627,926	0.06	D
2017 Convertible Notes	04/07/2017	12/31/2017	Common Stock, par value $0.001 per share	6,071,361	0.05	D
2017 Future Investment Rights	04/07/2017	06/30/2019	Common Stock, par value $0.001 per share	7,401,034	0.06	D

1. Name and Address of Reporting Person^*

Rimon Gold Assets Ltd

(Last) (First) (Middle)

32 HABARZEL STREET

(Street)

TEL AVIV L3 6971047

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Raveh Abir

(Last) (First) (Middle)

32 HABARZEL STREET

(Street)

TEL AVIV L3 6971047

(City) (State) (Zip)

Explanation of Responses:

Remarks:

Rimon Gold Assets Ltd. (Rimon Gold) is an Israeli private company wholly owned by the Goldfinger Trust (the Trust), whose trustee is Abir Raveh (the Trustee). The Trust directs the management of Rimon Gold, its investment and voting decisions and the Trustee directs the management of the Trust, its investment and voting decisions. Rimon Gold's loan in the principal amount of NIS 2,000,000 (approximately $569,000), which bears interest at an annual rate of 4% (the 2016 Convertible Notes) is convertible (including accrued interest as of November 27, 2017), into 13,906,526 shares of common stock based on a conversion price per share of NIS 0.15 (approximately $0.04). Rimon Gold has the right (the 2016 Future Investment Right), until the lapse of 18 months following the conversion of the 2016 Convertible Notes, to invest up to NIS 3 million (approximately $854,000), at an agreed price per share of NIS 0.21 (approximately $0.06), if the Issuer conducts any equity financing. Rimon Gold's loan in the principal amount of NIS 1,000,000 (approximately $285,000) , which bears interest at an annual rate of 4% (the 2017 Convertible Notes) is convertible (including accrued interest as of November 27, 2017), into 6,071,361 shares of common stock based on a loan conversion price per share of NIS 0.17 (approximately $0.05). The maturity date of the 2016 Convertible Notes and the 2017 Convertible Notes is December 31, 2017. For a period of 18 months following the conversion of the 2017 Convertible Notes, Rimon Gold has the right (the 2017 Future Investment Right) to make investments in the Issuer in an amount equal to NIS 1.50 (approximately $0.40) for each NIS 1.00 (approximately $0.30) of the 2017 Convertible Notes converted, at an agreed price per share equal to 120% of the loan conversion price. US dollar translations of NIS amounts presented herein are translated using the rate of NIS 3.513 to one US dollar, the exchange rate reported by the Bank of Israel for November 26, 2017.

	/s/ Abir Raveh	11/27/2017
	/s/ Abir Raveh	11/27/2017
	** Signature of Reporting Person	Date
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