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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Common Stock, par value $0.001 per share | 19,853,641 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| 2017 Convertible Notes | 04/02/2017 | 12/31/2017 | Common Stock, par value $0.001 per share | 6,075,903 | 0.5 | D | |
| Future Investment Rights | 04/02/2017 | 06/30/2017 | Common Stock, par value $0.001 per share | 7,401,034 | 0.6 | D | |
| Explanation of Responses: |
| Remarks: |
| 1. Ridge Valley Corporation ("Ridge") is a Seychelles corporation. Priscilla Julie is the sole director of Ridge and holds the voting and dispositive power of the shares of common stock beneficially owned by Ridge. Noam Danenberg, the Issuer's Chief Operating Officer, is also the son-in-law of Mrs. Hanna Harpaz, who owns 49% of Ridge. 2. Ridge's outstanding loan to the Issuer in the principal amount of NIS 1,000,000 (approximately $285,000), which bears interest at an annual rate of 4% (the "Convertible Notes") is currently convertible (including accrued interest as of November 27, 2017), into 6,075,903 shares of common stock of the Issuer based on a loan conversion price per share of NIS 0.17 (approximately $0.05). 3. The maturity date of the Convertible Notes is December 31, 2017. 4. For a period of 18 months following the conversion of the Convertible Notes, Ridge has the right (the "Future Investment Right") to make investments in the in the Issuer in an amount equal to NIS 1.50 (approximately $0.40) for each NIS 1.00 (approximately $0.30) of its loan amount converted, at an agreed price per share equal to 120% of the loan conversion price. 5. U.S. dollar translations of NIS amounts presented herein are translated using the rate of NIS 3.513 to one U.S. dollar, the exchange rate reported by the Bank of Israel for November 26, 2017. |
| /s/ Priscilla Julie | 11/27/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||