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: February 2, 2006
(Date of Earliest Event Reported)
m-Wise, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 333-106160 11-3536906
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
3 Sapir Street, Herzelyah, Pituach, Israel 46852
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: +972-9-9611212
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 (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 2, 2006, m-Wise, Inc. (the "Company") entered into a
Termination and Release Agreement (the "Agreement") with DEP Technology Holdings
Ltd. ("DEP"). The Company had issued a promissory note dated July 22, 2002 (the
"Note") in favor of DEP. Pursuant to the Agreement, DEP agreed to accept shares
of common stock and warrants in exchange for the cancellation of the Note and an
extinguishments of all other obligations other than as set forth in the
Agreement, which had a balance of $967,787 as of December 22, 2005. The Company
issued DEP an aggregate of 5,561,994 shares of its common stock and warrants to
purchase 5,263,158 shares of its Common stock at $.19 per shares for a period of
three years. The 5,561,994 shares were calculated based on a share price of
$.174 per share, which was the weighted average closing price for the 30 trading
days prior to December 22, 2005. The Agreement further provides that in the
event that the Company does not consummate an acquisition with a targeted
company in the business of developing network platforms for corporations,
cellular carriers and wireless application service providers prior to February
28, 2006, the Company will be obligated to issue DEP an additional 638,230
shares of common stock.
Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The Company issued DEP an aggregate of 5,561,994 shares of its common
stock and warrants to purchase 5,263,158 shares of its Common stock at $.19 per
shares for a period of three years. The 5,561,994 shares were calculated based
on a share price of $.174 per share, which was the weighted average closing
price for the 30 trading days prior to December 22, 2005.
The issuance was made pursuant to the exemption under Section 4(2) of
the Securities Act of 1933, as amended.
FORWARD -LOOKING STATEMENTS
This Form 8-K contains forward-looking statements as defined by the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include statements concerning plans, objectives, goals, strategies, future
events or performance, and underlying assumptions and other statements which are
other than statements of historical facts. These statements are subject to
uncertainties and risks including, but not limited to, product and service
demand and acceptance, changes in technology, economic conditions, the impact of
competition and pricing, government regulation, and other risks defined in this
document and in statements filed from time to time with the Securities and
Exchange Commission. All such forward-looking statements, whether written or
oral, and whether made by or on behalf of the companies, are expressly qualified
by the cautionary statements and any other cautionary statements which may
accompany the forward-looking statements. In addition, the companies disclaim
any obligation to update any forward-looking statements. In addition, the
companies disclaim any obligation to update any forward-looking statements to
reflect events or circumstances after the date hereof.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description
- -------------- -----------
(a)10.1 Termination and Settlement Agreement between the Company
and DEP Technology Holdings Ltd. dated February 2, 2006.
(b)10.2 Warrant dated February 2, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
m-WISE, INC.
/s/ Shay Ben-Asulin
-------------------
Shay Ben-Asulin
Chief Executive Officer
February 7, 2006