Amendment to Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 10-K/A Amendment No.1 to Annual Report HTML 66K
2: EX-10.44 Memorandum of Understanding by and Between Wize HTML 27K
Pharma Ltd. and Resdevco Research and
Development Company Ltd., Dated January
8, 2018
3: EX-31.1 Certification -- Sarbanes-Oxley Act - Sect. 302 HTML 12K
4: EX-31.2 Certification -- Sarbanes-Oxley Act - Sect. 302 HTML 12K
5: EX-32.1 Certification -- Sarbanes-Oxley Act - Sect. 906 HTML 9K
6: EX-32.2 Certification -- Sarbanes-Oxley Act - Sect. 906 HTML 8K
(Exact
name of registrant as specified in its charter)
Delaware
88-0445167
(State
or other jurisdiction of
incorporation
or organization)
(I.R.S.
Employer
Identification
No.)
24
Hanagar Street, Hod Hasharon, Israel, 4527708
(Address
of principal executive offices)
Issuer’s
telephone number: +972 (72) 260-0536
Securities
Registered pursuant to Section 12(b) of the Act: None
Securities
Registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.001 Par Value
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☒ No ☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2
of the Exchange Act.
Large
accelerated filer: ☐
Accelerated
filer: ☐
Non-accelerated
filer: ☐
Smaller
reporting company: ☒
(Do
not check if a smaller reporting company)
Emerging
growth company: ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☒
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $945,458 computed
by reference to the average bid and asked price of the Common Stock as of the last business day of the registrant’s most
recently completed second fiscal quarter.
This
Amendment No. 1 on Form 10-K/A (this “Amendment”) to Wize Pharma, Inc.’s (the “Company,”“we”
or “our”) Annual Report on Form 10-K (the “Initial Form 10-K”), for the year ended December 31, 2017,
originally filed with the Securities and Exchange Commission (the “SEC”), on March 29, 2018 (SEC File No. 000-52545),
is being filed solely for the purpose of including an updated version of Exhibit 10.44 which now includes an unredacted Section
1.6 of such exhibit and a partially redacted Section 1.7 of such exhibit which were previously fully omitted in the exhibit filed
with the Initial Form 10-K.
This
Amendment does not reflect events occurring after the filing of the Initial Form 10-K or modify or update the disclosures contained
in the Initial Form 10-K in any way other than as discussed above. In connection with the filing of this Amendment and pursuant
to the rules of the SEC, we are including with this Amendment certain new certifications by our principal executive officer and
principal financial officer.
We
hereby amend and restate Item 15(b) of the Initial Form 10-K as follows:
The following materials from Wize, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Comprehensive Loss, (iii) Statement of Changes in Shareholders' Equity (Deficiency), (iv) the Statements of Cash Flow, and (iv) Notes to Financial Statements.
Exhibits
and schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. We will furnish the omitted exhibits
and schedules to the SEC upon request by the SEC.
+
Management
compensatory plan.
*
Confidential
treatment was requested with respect to certain portions of this exhibit pursuant to 17.C.F.R. §240.24b-2. Omitted portions
were filed separately with the SEC.
§
Filed with the Initial Form 10-K.
C:
4
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.