Attached files
| file | filename |
|---|---|
| EX-2.1 - AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 31, 2017, B - Mawson Infrastructure Group Inc. | f8k103117ex2-1_ophthalix.htm |
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 (Date of earliest event reported) October 31, 2017
OphthaliX Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-52545 | 88-0445167 | ||
| (State
or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
| 10 Bareket Street, Petach Tikva, Israel | 4951778 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: +(972) 3-924 1114
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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 1.01 Entry into a Material Definitive Agreement.
As previously reported in a Current Report on Form 8-K filed by the Company on May 22, 2017, on May 21, 2017, OphthaliX, Inc. (the “Company”) and a wholly-owned private Israeli subsidiary of the Company, Bufiduck Ltd. (“Merger Sub”), and Wize Pharma Ltd., an Israeli company listed on the Tel Aviv Stock Exchange (“Wize”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Wize, with Wize becoming a wholly-owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”). On October 31, 2017, the Company entered into an amendment to the Merger Agreement (the “Amendment”) with Merger Sub and Wize extending the Expiration Date (as defined in the Merger Agreement) to November 30, 2017.
The preceding summary does not purport to be complete and is qualified in its entirety by reference to the Amendment filed as Exhibit 2.1 to this Current Report, and which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 2.1 | Amendment No. 1 to Agreement and Plan of Merger, dated as of October 31, 2017, by and among OphthaliX, Inc., Bufiduck Ltd. and Wize Pharma Ltd. |
| 2 |
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.
| OphthaliX Inc. | ||
| Date: November 1, 2017 | By | /s/ Pnina Fishman |
| Pnina Fishman, Interim CEO | ||
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