Sec Form 4 Filing - Rimon Gold Assets Ltd @ Wize Pharma, Inc. - 2020-12-29

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) C/O WIZE PHARMA, INC., 24 HANAGAR STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2020 (Street) HOD HASHARON, L34527708 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 12/29/2020 X 400,000 A 4,002,925 D Common Stock 12/29/2020 S( 2 ) 3,077 D 3,999,848 D Common Stock 12/29/2020 X 3,385,212 A 7,385,060 D Common Stock 12/29/2020 S( 3 ) 28,210 D 7,356,850 D Common Stock 12/29/2020 X 520,820 A 7,877,670 D Common Stock 12/29/2020 S( 4 ) 4,340 D 7,873,330 D Common Stock 12/29/2020 X 350,334 A 7,522,996 D Common Stock 12/29/2020 S( 5 ) 2,919 D 7,520,077 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 Warrant (right to buy) $ 0.16 12/29/2020 X 400,000 04/21/2019 10/23/2023 Common Stock 400,000 $ 0 0 D Warrant (right to buy) $ 0.27 12/29/2020 X 3,385,212 ( 6 ) 12/12/2024 Common Stock 3,385,212 $ 0 0 D Warrant (right to buy) $ 0.16 12/29/2020 X 520,820 05/31/2019 05/30/2021 Common Stock 520,820 $ 0 0 D Future Investment Rights $ 0.27 12/29/2020 X 350,334 12/13/2019 12/12/2024 Common Stock 350,334 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rimon Gold Assets Ltd C/O WIZE PHARMA, INC. 24 HANAGAR STREET HOD HASHARON, L34527708 X Signatures /s/ Abir Raveh 12/31/2020 Signature of Reporting Person Date

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 400,000 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 3,077 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 396,923 shares. ( 3 )On December 29, 2020 the reporting person exercised a warrant to purchase 3,385,212 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 28,210 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 3,357,002 shares. ( 4 )On December 29, 2020 the reporting person exercised a warrant to purchase 520,820 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 4,340 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 516,480 shares. ( 5 )On December 29, 2020 the reporting person exercised a warrant to purchase 350,334 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 2,919 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 347,415 shares. ( 6 )Exercisable five days following the public announcement of positive clinical data results for LO2A.

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).

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