FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Wize Pharma, Inc. [ WIZP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/29/2020 | ||||||||||||||||||||||||||
4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/29/2020 | X | 4,074,074 | A | (1) | 6,529,813 | D | |||
Common Stock | 12/29/2020 | S(2) | 33,951 | D | (1) | 6,495,862 | D | |||
Common Stock | 12/29/2020 | X | 350,000 | A | (1) | 6,845,862 | D | |||
Common Stock | 12/29/2020 | S(3) | 2,692 | D | (1) | 6,843,170 | D | |||
Common Stock | 12/29/2020 | X | 259,037 | A | (1) | 7,102,207 | D | |||
Common Stock | 12/29/2020 | S(4) | 2,159 | D | (1) | 7,100,048 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant (right to buy) | $0.27 | 12/29/2020 | X | 4,074,074 | (5) | 12/19/2024 | Common Stock | 4,074,074 | $0 | 0 | D | ||||
Warrant (right to buy) | $0.16 | 12/29/2020 | X | 350,000 | 04/21/2019 | 10/23/2023 | Common Stock | 350,000 | $0 | 0 | D | ||||
Warrant (right to buy) | $1.97 | 12/29/2020 | X | 259,037 | 11/16/2017 | 12/31/2020(6) | Common Stock | 259,037 | $0 | 0 | D |
Explanation of Responses: |
1. On December 23, 2020 the registrant has voluntary reduced the exercise price of warrants to $0.001. The reporting person exercised a warrant to purchase shares of the registrant's common stock for the reduced exercise price. |
2. On December 29, 2020 the reporting person exercised a warrant to purchase 4,074,074 shares of the registrant's common stock for $0.27 a share. The reporting person paid the exercise price on a cashless basis, resulting in the registrant withholding of 33,951 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 4,040,123 shares. |
3. On December 29, 2020 the reporting person exercised a warrant to purchase 350,000 shares of the registrant's common stock for $0.16 a share. The reporting person paid the exercise price on a cashless basis, resulting in the registrant withholding of 2,692 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 347,308 shares. |
4. On December 29, 2020 the reporting person exercised a warrant to purchase 259,037 shares of the registrant's common stock for $1.97 a share. The reporting person paid the exercise price on a cashless basis, resulting in the registrant withholding of 2,159 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 256,878 shares. |
5. Exercisable five days following the public announcement of positive clinical data results for LO2A. |
6. The expiration date was extended from 11/16/2029 to 12/31/2020. |
/s/ Jonathan Rubini | 12/31/2020 | |
** 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 4 (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. |