Big Digital Energy, Inc 8-K, filed Jul 14, 2020
Big Digital Energy, Inc. (BGDE)
About this 8-K
Big Digital Energy, Inc filed this 8-K on July 14, 2020, reporting on events of July 8, 2020.
Items reported
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The SecuritiesExchange Act of 1934
Date of report (Date of earliest event reported) July 8, 2020
WizePharma, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-52545 | 88-0445167 |
|---|---|---|
| (State or other jurisdiction <br><br>of incorporation) | (Commission File Number) | (IRS Employer <br><br>Identification No.) |
| 5b Hanagar Street, Hod Hasharon, Israel | 4527708 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +(972) 72-260-0536
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 |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☒
| Item 8.01 | Other Events. |
|---|
As previously reported, (i) Wize Pharma, Inc (the “Company”) issued and sold shares of the Company’s Series B Non-Voting Redeemable Preferred Stock (the “Preferred Stock”), pursuant to a Securities Purchase Agreement dated January 9, 2020 and (ii) pursuant to the Certificate of Designations of the Preferred Stock filed with the Secretary of State of Delaware (the “Series B Certificate of Designations”), the Preferred Stock entitled its holders, among other things, to receive, upon redemption of the Preferred Stock, 80% of the ordinary shares of Bonus BioGroup Ltd. (“Bonus”) issued to the Company (the “Bonus Shares”) pursuant to agreements by and between the Company and Bonus (the “Bonus Agreements”).
On July 8, 2020, the Company elected to redeem all of the Preferred Stock. As a result, the Company will distribute 68,191,200 Bonus Shares to the (now former) holders of Preferred Stock. As a result of such distribution, as of the date hereof, the Company beneficially owns 17,047,800 Bonus Shares, representing approximately 1.76% of the outstanding shares of Bonus (excluding 5,682,600 Bonus Shares that are deposited with a trustee, and will be transferred to the Company upon satisfaction of certain conditions set forth in the Bonus Agreements).
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 hereunto duly authorized.
| Wize Pharma, Inc. | ||
|---|---|---|
| By: | /s/ Or Eisenberg | |
| Name: | Or Eisenberg | |
| Date: July 14, 2020 | Title: | Chief Financial Officer |