UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report: February 3, 2011
(February 1, 2011)
m-Wise,
Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
001-51743
(Commission
File Number)
|
11-3536906
(I.R.S.
Employer
Identification
No.)
|
3
Sapir Street, Herzelyah, Pituach, Israel 46852
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: +972-73-2620000
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:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
Item
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGMENT OF A REGISTRANT
In
connection with the previously disclosed SEC Action, the Company, Mordechai
Broudo and Shay Ben-Asulin chose to enter into a settlement with the SEC without
admitting any wrongdoing and to pay disgorgement in the amount of $400,000
pursuant to an agreed upon schedule.
Item
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS
On
February 1, 2011 Mordechai Broudo resigned from his position as Chairman of the
Board and Secretary of m-Wise Inc and as Director of m-Wise Ltd.
Shay
Ben-Asulin resigned from his position as Director of m-Wise Inc and m-Wise
Ltd.
The
new appointed chairman of the company is Mr. Jeffrey Hayzlett and the sole
director of the company is Mr. Shlomi Azoulay.
Item
9.01 Financial Statements and Exhibits.
(a)
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FINANCIAL
STATEMENTS OF BUSINESS ACQUIRED.
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Not
applicable.
(b)
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PRO
FORMA FINANCIAL INFORMATION.
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Not
applicable.
(c)
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EXHIBITS
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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 hereunder duly
authorized.
m-WISE,
INC.
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||
\s\
Zach Sivan
|
||
Zach
Sivan
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||
Chief
Executive Officer
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||
February
3, 2011