0001213900-20-002732.txt : 20200206 0001213900-20-002732.hdr.sgml : 20200206 20200206085906 ACCESSION NUMBER: 0001213900-20-002732 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181024 FILED AS OF DATE: 20200206 DATE AS OF CHANGE: 20200206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rimon Gold Assets Ltd CENTRAL INDEX KEY: 0001721808 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52545 FILM NUMBER: 20581131 BUSINESS ADDRESS: STREET 1: RAVEN RAVID & CO. STREET 2: 32A HABARZEL ST. CITY: TEL AVIV STATE: L3 ZIP: 6971047 BUSINESS PHONE: 972-3-7676999 MAIL ADDRESS: STREET 1: RAVEN RAVID & CO. STREET 2: 32A HABARZEL ST. CITY: TEL AVIV STATE: L3 ZIP: 6971047 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Wize Pharma, Inc. CENTRAL INDEX KEY: 0001218683 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 880445167 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 24 HANAGAR ST CITY: HOD HASHARON STATE: L3 ZIP: 4527713 BUSINESS PHONE: 972 472 260 0536 MAIL ADDRESS: STREET 1: 24 HANAGAR ST CITY: HOD HASHARON STATE: L3 ZIP: 4527713 FORMER COMPANY: FORMER CONFORMED NAME: OphthaliX, Inc. DATE OF NAME CHANGE: 20120207 FORMER COMPANY: FORMER CONFORMED NAME: DENALI CONCRETE MANAGEMENT INC DATE OF NAME CHANGE: 20030213 4 1 ownership.xml OWNERSHIP DOCUMENT X0306 4 2018-10-24 0 0001218683 Wize Pharma, Inc. WIZP 0001721808 Rimon Gold Assets Ltd 32 HABARZEL ST. TEL AVIV L3 6971047 ISRAEL 0 0 1 0 Common Stock, par value $0.001 per share 2018-10-24 4 P 0 400000 1.00 A 2985483 D Common Stock 2019-12-13 4 C 0 1692606 0.27 A 6966414 D Series A Warrants 1.10 2018-10-24 4 P 0 400000 0 A 2018-10-24 2023-10-24 Common Stock 400000 400000 D Series B Warrants 1.00 2018-10-24 4 P 0 400000 0 A 2018-10-24 Common Stock 400000 400000 D Common Stock Warrants 1.10 2019-05-31 4 J 0 520820 A 2019-05-31 2021-05-30 Common Stock 520820 520820 D Common Stock Warrants 0.27 2019-12-13 4 P 0 3385212 0 A 2024-12-12 Common Stock 3385212 3385212 D Future Investment Rights 0.27 2019-12-13 4 J 0 350334 0 D 2019-12-13 2024-12-12 Common Stock 350334 350334 D Represents (i) 617,442 shares of Common Stock, (ii) 603,486 shares of Common Stock then issuable upon the conversion of the 2016 Convertible Notes (as defined below), (iii) 263,887 shares of Common Stock then issuable upon the conversion of the 2017 Convertible Notes (as defined below), (iv) 400,000 shares of Common Stock then issuable upon exercise of Series A Warrants, (v) 400,000 shares of Common Stock then issuable upon exercise of Series B Warrants, (vi) 392,055 shares of Common Stock then issuable upon the exercise of the 2016 Investment Rights (as defined below) and (vii) 308,613 shares of Common Stock then issuable upon the exercise of the 2017 Investment Rights (as defined below). (Continued in Footnote 2) (Continued from Footnote 1) The Reporting Person is an Israeli private company wholly owned by the Goldfinger Trust (the "Trust"), whose trustee is Abir Raveh (the "Trustee") and whose beneficiary is Yair Goldfinger. 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. (Continued from Footnote 2) The Reporting Person's then-outstanding loan in the principal amount of $531,067, which bore interest at an annual rate of 4% (the "2016 Convertible Notes"), was convertible (including accrued interest) into 605,298 shares of Common Stock based on a conversion price per share of $0.9768. The Reporting Person had the right to invest up to $392,055, in the aggregate, at an agreed price per share of $1.308 (the "2016 Investment Right"). The Reporting Person had the right to invest up to $308,613, in the aggregate, at an agreed price per share of $1.332 (the "2017 Investment Right"). (Continued in Footnote 4) (Continued from Footnote 3) The Reporting Person's then-outstanding loan to the Issuer in the principal amount of $274,048, which bore interest at an annual rate of 4% (the "2017 Convertible Notes"), was convertible (including accrued interest) into 264,709 shares of Common Stock based on a loan conversion price per share of $1.1112. In connection with a private placement consummated by the Issuer in October 2018, on October 19, 2018 the Reporting Person and the other parties thereto entered into an amendment to the 2016 Convertible Notes and the 2017 Convertible Notes (the "Loan Agreements Amendment"). (Continued in Footnote 5) (Continued from Footnote 4) Pursuant to the Loan Agreements Amendment, the maturity date (the "Loan Agreements Maturity Date") under the 2016 Convertible Notes and the 2017 Convertible Notes was amended to be the earliest of (a) 90 days following the date that a registration statement relating to the resale of up to 13,706,000 shares of Common Stock issued or issuable in connection with the October 2018 private placement is declared effective by the U.S. Securities and Exchange Commission, (b) 90 days following the date on which all securities issued to investors in the October 2018 private placement are no longer deemed "registrable securities" under the Registration Rights Agreement entered into in connection with the October 2018 private placement, and (c) October 24, 2019. (Continued in Footnote 6) (Continued from Footnote 5) In addition, pursuant to the Loan Agreements Amendment, the expiration date of the 2016 Investment Right and the 2017 Investment Right was amended to be 180 days after the Loan Agreements Maturity Date. Acquired upon conversion of an aggregate of $457,004 of the 2016 Convertible Notes and the 2017 Convertible Notes at an adjusted conversion price of $0.27 per share. Represents (i) 2,310,048 shares of Common Stock, (ii) 400,000 shares of Common Stock issuable upon exercise of Series A Warrants, (iii) 3,385,212 shares of Common Stock issuable upon exercise of the Conversion Warrants (as defined below), (iii) 520,820 shares of Common Stock issuable upon exercise of the Loan Extension Warrants (as defined below), and (iv) 350,334 shares of Common Stock issuable upon exercise of Future Investment Rights. The Series B Warrants had a term that expired 20 days following the later of (i) the public announcement of Phase II clinical data for LO2A and (ii) six months following the issuance date, provided that, for each day after the issuance date that an Equity Conditions Failure (as defined in the Series B Warrants) occurred, the expiration date of the Series B Warrants was to be extended by one day. The Series B Warrants expired on April 24, 2019. Issued in consideration for the Reporting Person extending for a term of six months the maturity date of each of the 2016 Convertible Notes and the 2017 Convertible Notes in the aggregate amount of $914,008 (such warrants, the "Loan Extension Warrants"). Exercisable five days following the public announcement of positive clinical data results for LO2A (such warrants, the "Conversion Warrants"). Future investment rights to purchase 350,334 shares of Common Stock terminated upon the Company paying the remaining aggregate $457,004 outstanding under the 2016 Convertible Notes and the 2017 Convertible Notes. /s/ Abir Raveh 2020-02-05