Item 3.02 Unregistered Sales of Equity Securities.

On December 8, 2020, Wize Pharma, Inc. (the "Company") entered into exchange agreements (the "Exchange Agreements") with certain holders (the "Holders") of common stock purchase warrants issued by the Company in October 2018 to purchase an aggregate of 3,000,000 shares of the Company's common stock (the "Warrants").

Pursuant to the terms of the Exchange Agreements, the Holders agreed to surrender their Warrants for cancellation and received, as consideration for such cancellation, an aggregate of 3,000,000 restricted shares of common stock. The securities issued pursuant to the foregoing are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering and the warrant holders are accredited investors. The securities have not been registered under the Securities Act and may not be resold in the United States absent registration or an exemption from registration. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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