Sec Form 4 Filing - Rimon Gold Assets Ltd @ Wize Pharma, Inc. - 2018-10-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Rimon Gold Assets Ltd 2. Issuer Name and Ticker or Trading Symbol Wize Pharma, Inc. [ WIZP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 32 HABARZEL ST. 3. Date of Earliest Transaction (MM/DD/YY) 10/24/2018 (Street) TEL AVIV, L36971047 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.001 per share 10/24/2018 P 400,000 A $ 1 2,985,483 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) D Common Stock 12/13/2019 C 1,692,606 A $ 0.27 ( 7 ) 6,966,414 ( 8 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series A Warrants $ 1.1 10/24/2018 P 400,000 10/24/2018 10/24/2023 Common Stock 400,000 $ 0 400,000 D Series B Warrants $ 1 10/24/2018 P 400,000 10/24/2018 ( 9 ) Common Stock 400,000 $ 0 400,000 D Common Stock Warrants $ 1.1 05/31/2019 J( 10 ) 520,820 05/31/2019 05/30/2021 Common Stock 520,820 ( 10 ) 520,820 D Common Stock Warrants $ 0.27 12/13/2019 P 3,385,212 ( 11 ) 12/12/2024 Common Stock 3,385,212 $ 0 3,385,212 D Future Investment Rights $ 0.27 12/13/2019 J 350,334 ( 12 ) 12/13/2019 12/12/2024 Common Stock 350,334 $ 0 350,334 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rimon Gold Assets Ltd 32 HABARZEL ST. TEL AVIV, L36971047 X Signatures /s/ Abir Raveh 02/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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) ( 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. ( 3 )(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) ( 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) ( 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) ( 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. ( 7 )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. ( 8 )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. ( 9 )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. ( 10 )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"). ( 11 )Exercisable five days following the public announcement of positive clinical data results for LO2A (such warrants, the "Conversion Warrants"). ( 12 )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.

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