* Nominee for re-election at the 2014 annual shareholders meeting.

Directors are elected to hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal.  Annual meetings of the stockholders, for the election of directors to succeed those whose terms expire, are to be held at such time each year as designated byapprove granting the Board of Directors which date shall be within 13 months of the last annual meeting of stockholders.  Officers of the Company are elected by the Board of Directors, which is requiredauthority, in its sole direction, to consider that subject at its first meeting after every annual meeting of stockholders.  Each officer holds his office until his successor is elected and qualified or until his earlier resignation or removal.

There are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director.

Director Independence

Our securities are not listed on a national securities exchange or inapprove an inter-dealer quotation system which has requirements that directors be independent.  Therefore, we have adopted the independence standards of the NYSE MKT LLC (formerly known as the American Stock Exchange) to determine the independence of our directors and those directors serving on our committees.  These standards provide that a person will be considered an independent director if he or she is not an officer of the company and is, in the view of the company’s board of directors, free of any relationship that would interfere with the exercise of independent judgment.  Our board of directors has determined that Roger Kornberg and Michael Belkin meet this standard, and therefore, would be considered to be independent.

Legal Proceedings

During the past ten years there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any of our directors or executive officers.

We are not aware of any legal proceedings in which any director, officer or affiliate of our company, any owner of record or beneficially of more than five percent of any class of our voting securities, or any associate of any such director, officer, or affiliate of our company, or security holder is a party adverse to us or our subsidiary or has a material interest adverse to us or our subsidiary.

Code of Ethics

We have not adopted a code of ethics that appliesamendment to our officers, directors and employees but planCertificate of Incorporation to do so during the fiscal year ending December 31, 2014.

Meetings and Committees of the Board of Directors

During 2013, the Board of Directors held 12 meetings and acted by unanimous written consent seven times.  Dr. Fishman and Messrs. Cohn and Regev attended at least 75% of the total number of meetings of the board of directors and committees (if any) on which they served that were held during 2013.  Dr. Belkin, who was appointed aseffect a director on July 2, 2013, attended at least 75% of the total meetings of the board of directors and committees, if any, during the portion of 2013 during which he served as a director.  The annual meeting of shareholders was held on May 9, 2013 at which Dr. Fishman was present.

We currently have no committees organized but we plan to organize an audit committee, a compensation committee, and a nominating and corporate governance committee during the fiscal year ending December 31, 2014.  Because of its small size, the Board carries out the duties of the committees. In selecting nominees for directorships, the Board considers a broad range of characteristics related to qualifications, background and diversity of nominees based on our current business needs.  The Board has not adopted written guidelines regarding nominees for director.  There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

Board Leadership Structure and Role in Risk Oversight

In accordance with our Bylaws, the Board elects our officers, including our Chief Executive Officer, Chief Financial Officer, and such other officers as the Board may appoint from time to time.  The Board has currently separated the positions of Chairman of the Board and Chief Executive Officer, and Dr. Pnina Fishman currently serves as our Chairman and Barak Singer currently serves as our Chief Executive Officer.  The Board periodically considers whether changes to our overall leadership structure are appropriate.

Our Chairman is responsible for chairing meetings of the Board.  Our Bylaws provide that if our Chairman is unable to preside at meetings of the Board, our Chief Executive Officer, if such officer is a director, shall preside at such meetings.  Our Chairman is also responsible for chairing meetings of shareholders.  In her absence, the Board may appoint another party to chair the shareholders’ meeting.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success.  We face a number of risks, including strategic risks, enterprise risks, financial risks, regulatory risks, and others.  Management is responsible for the day-to-day management of risks the company faces, while our board of directors, as a whole, has responsibility for the oversight of risk management.  In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The Board believes that full and open communication between management and the Board is essential for effective risk management and oversight.  Our Chairman meets regularly with our Chief Executive Officer and Chief Financial Officer to discuss strategy and risks facing our business.  Senior management attends board meetings and is available to address any questions or concerns raised by our board of directors on risk management-related and any other matters.  The Board receives presentations from senior management on strategic matters involving our operations and intends to hold regular strategic planning sessions with senior management to discuss strategies, key challenges, and risks and opportunities for our business.

Communications by Stockholders with Directors

The Company encourages stockholder communications to our board of directors and/or individual directors.  Stockholders who wish to communicate with our board of directors or an individual director should send their communications to the care of Ronen Kantor, Secretary, OphthaliX Inc., 12 Abba Hillel Silver Road, Ramat Gan, Israel 52506.  Mr. Kantor will maintain a log of such communications and will transmit as soon as practicable such communications to the Chairman of the Board or to the identified individual director(s), although communications that are abusive, in bad taste or that present safety or security concerns may be handled differently, as determined by Mr. Kantor.

Director Attendance at Annual Meetings

We will make every effort to schedule our annual meeting of stockholders at a time and date to accommodate attendance by directors taking into account the directors’ schedules.  While all directors are encouraged to attend our annual meeting of stockholders, there is no formal policy as to their attendance at annual meetings of stockholders.

EXECUTIVE COMPENSATION

Executive Compensation

The following table sets forth information concerning the annual compensation awarded to, earned by, or paid to the following named executive officers for all services rendered in all capacities to our company for the years ended December 31, 2013 and 2012.

SUMMARY COMPENSATION TABLE

⁽¹⁾

Amounts shown represent base salary earned or paid during the fiscal year pursuant to management service agreements described below.

⁽²⁾

Amounts shown represents the fair value recorded as an expenses in the financial statements.

⁽³⁾

Amount shown represents social benefits paid in addition to the base salary.

⁽⁴⁾

On February 28, 2013, our Board of Directors approved the termination of Dr. Gil Ben-Menachem as our Chief Executive Officer which followed the termination of his employment on February 25, 2013.  Also on February 28, 2013, the Board appointed Barak Singer as the Chief Executive Officer of the Company.

Executive Employment Agreements

Barak Singer

In connection with Mr. Singer’s appointment as Chief Executive Officer, on February 28, 2013, the Board of Directors approved an amendment dated February 28, 2013 (the “Amendment”) to the existing Employment and Non-Competition Agreement (the “Employment Agreement”) dated February 22, 2011 between Can-Fite and Mr. Singer whereby Mr. Singer will serve as Chief Executive officer of OphthaliX while at the same time continuing to serve as Vice-President of Business Development of Can-Fite.  He devotes approximately 50% of his time to each position and we pay one-half of the costs under the Employment Agreement.  Mr. Singer’s monthly base salary under the Employment Agreement is NIS 45,000 (approximately US$11,782), of which we pay one-half.  He also participates in a pension plan and in a severance plan.  Under the terms of the Employment Agreement he is entitled to 20 days paid vacation and 18 days paid sick leave per year as well as a lease for a vehicle (including maintenance and expense) for his use during the term of the Employment Agreement. We pay one–half of these costs.  The term of the Employment Agreement is for an indefinite period of time; provided, however, that Can-Fite may terminate Mr. Singer’s employment upon 60-days prior written notice, we may terminate Mr. Singer’s service as our Chief Executive Officer upon 60-days prior written notice and Mr. Singer may terminate his service as our Chief Executive Officer upon 60-days prior written notice.

Bonus

During the term of the Employment Agreement, Mr. Singer will be eligible to receive a bonus from us upon our achieving certain milestones including the following: 1) upon successful completion of an equity fundraising of an amount in excess of five million US Dollars (US$5,000,000), Mr. Singer will be entitled to receive a bonus payment equal to his then applicable monthly salary; and 2) upon commencement of the second phase 3 clinical trial in relation to CF101 for the treatment of dry eye syndrome, Mr. Singer will be entitled to receive a bonus payment equal to his then applicable monthly salary.

Option Awards

On April 22, 2013, pursuant to the Employment Agreement, the Board of Directors approved the grant of options to acquire 104,412 shares of commonreverse stock of the Company (the “Time Based Options”) in accordance with the terms of the 2012 Stock Incentive Plan, as amended (the “Plan”).  The Time Based Options vest over a period of three years on a quarterly basis over twelve consecutive quarters from the date of commencement of the employment of Mr. Singer with the Company (February 28, 2013).  The exercise price of the Time Based Options is $5.2906.  The Board of Directors also approved the grant of options to acquire 104,412 shares of common stock of the Company in accordance with the Plan to vest upon the achievement of the following milestones by the Company (the "Success Based Options"), as set forth below:

·

34,804 options representing one third of the Success Based Options to vest upon the commencement of the trading of the Company's securities on Nasdaq or NYSE MKT LLC;

·

34,804 options representing one third of the Success Based Options to vest upon the completion of an out-license transaction in relation to any product of the Company; and

·

34,804 options representing the remaining third of the Success Based Options to vest upon the commencement of a phase 3 clinical trial of CF-101 for Glaucoma (and in the unlikely event that the phase 2 trial is unsuccessful, then the Board of Directors will allocate a different milestone).

The exercise price of the Success Based Options $5.2906.

Dr. Gil Ben-Menachem

The Board of Directors approved an Employment Agreement (the “EA”) with Dr. Ben-Menachem which was effective January 1, 2013.  For the first three months of the EA, Dr. Ben-Menachem was to receive monthly compensation of NIS 45,000 (approximately US$11,782) and thereafter he would receive NIS 50,000 (approximately US$13,091).  He also was to participate in a pension plan and in a severance plan.  Under the terms of the EA he was be entitled to 20 days paid vacation and 18 days paid sick leave per year.  We were to lease a vehicle for Dr. Ben-Menachem’s use during the term of the EA and pay for its maintenance and expense.

Bonus

In addition to his base salary, Dr. Ben-Menachem was eligible to receive a success bonus equal to one times his then applicable monthly salary based upon reaching each of the following milestones:

·

Upon completion of equity funding by the Company in excess of US$5,000,000; or

·

Upon commencement of the second phase 3 clinical trial in relation to CF101 for the treatment of dry eye syndrome.

Options

We had also agreed to grant time-based options to Dr. Ben-Menachem equal to 1%split of our issued and outstanding share capital.  These options werecommon stock by a ratio of not less than one-for-ten and not more than one-for-two hundred at any time prior to vest quarterly over a three-year period and wereFebruary 19, 2019, with the exact ratio to be exercisableset at a price equal to the stock price of our common stock on the date of grant.  In addition, we had agreed to grant performance based options to Dr. Ben-Menachem in the same amountwhole number within this range as the time-based options upon achievement of the following milestones by the Company:

·

One-third upon commencement of trading of the Company’s stock on Nasdaq or NYSE MKT LLC (formerly the American Stock Exchange);

·

One-third upon completion of an out-license transaction in relation to any product of the Company; and

·

One-third upon commencement of a phase 3 clinical trial of the CF-101 for Glaucoma (or other milestone to be determined by the Board if this trial is unsuccessful).of Directors.

Is my vote kept confidential?

The EA was terminable byProxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either party upon 90-days’ priorwithin the Company or to third parties, except:

•        as necessary to meet applicable legal requirements;

•        to allow for the tabulation and certification of votes; and

•        to facilitate a successful proxy solicitation.

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Occasionally, stockholders provide written notice, except for termination for causecomments on their proxy cards, which wouldmay be effective immediately upon notice.   The EA was also terminable upon Dr. Ben-Menachem reaching retirement age under Israeli law or upon his death or disability.

On February 28, 2013, our Board of Directors approvedforwarded to the termination of Dr. Gil Ben-Menachem as our Chief Executive Officer which followed the termination of his employment on February 25, 2013. All of Dr. Ben-Menachem options are no longer valid.

Equity Awards

The following table provides information on stockCompany’s management and option awards held by our named executive officers as of December 31, 2013:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

⁽¹⁾

Includes 104,412 “Success-Based” Options and 78,309 “Time-Based” Options.

On February 6, 2012, the Board of Directors and the shareholders adopted the 2012 Stock Incentive Plan (the “Plan”).  The purpose of the Plan is to advance the interestsDirectors.

Do any of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders.

There are 1,088,888 shares of common stock authorized for non-statutory and incentive stock options, restricted stock units, and stock grants under the Plan, which are subject to adjustment in the event of stock splits, stock dividends, and other situations.

The Plan is administered by the Board of Directors.  The persons eligible to participate in the plan are as follows: all of the Company’s employees, officers and directors as well as consultants and advisors to the Company (as such terms consultants and advisors are defined and interpreted for purposes of Form S-8 under the Securities Act of 1933, as amended, orhave any successor form) are eligibleinterest in matters to be granted Awards under the Plan.  Each person who is granted an Award under the Plan is deemed a “Participant.”  “Award” means Options (as defined in Section 5(a)), “Restricted Stock” (as defined in Section 6(a)), “Restricted Stock Units” (as defined in Section 6(a)), “Other Stock-Based Awards” (as defined in Section 7(a)) and “Performance Awards” (as defined in Section 8(a)). follows: (a) employeesacted upon?

The members of our companyboard of directors and any of its subsidiaries; (b) non-employee members of the board or non-employee members of the Board of Directors of any of its subsidiaries; and (c) consultants and other independent advisors who provide services to us or any of our subsidiaries.

The Plan will continue in effect until all of the stock available for grant or issuance has been acquired through exercise of options or grants of shares, or until February 6, 2022, whichever is earlier.  The Plan may also be terminated in the event of certain corporate transactions such as a merger or consolidation or the sale, transfer or other disposition of all or substantially all of our assets.

On January 29, 2013, the Board of Directors conditionally approved the adoption of an annex (the “Annex”) to the Plan.  Approval of the Annex by the Board of Directors was contingent upon the following: 1) 30 days elapsing since approval of the Annex by the Board of Directors, and 2) filing with Israeli income tax authorities (the “Tax Authorities”).  On February 7, 2013, the Annex was filed with the Tax Authorities and on March 8, 2013, the Annex became effective.

The Annex applies only to grantees who are residents of the State of Israel at the date of grant or those who are deemed to be residents of the State of Israel for the payment of tax at the date of grant.  U.S. tax rules and regulations will not apply to any grants to a grantee who is a resident of the State of Israel at the date of grant or those who are deemed to be residents of the State of Israel for the payment of tax at the date of grant.

The purpose of the approval and adoption of the Annex is to harmonize the terms and conditions of the Plan with applicable Israeli law and provide specific provisions regarding optionees who are subject to Section 102(a) of the Israeli Income Tax Ordinance (New Version), 5721-1961 (the “Ordinance”).  The Annex is intended to promote the interests of the Company by providing present and futureexecutive officers of the Company, other employees of the Company (including directors of Company who are also employees of the Company) and consultants of the Company with an incentive to enter into and continue in the employ of the Company and to acquire a proprietary interest in the long-term success of the Company.  The Company’s Board of Directors shall have the authority to determine additional persons which will be granted rights under the Annex.

Stock Options.  Pursuant to the Annex, the Board of Directors of the Company is authorized to grant stock options to persons subject to the Ordinance.  The Board of Directors of the Company may grant to employees, officers, and directors options under Section 102 of the Ordinance (“102 Options”) and to consultants and other service providers options under Section 3(i) of the Ordinance (“3(i) Options”).  The Board of Directors of the Company may designate 102 Options as “Approved 102 Options,” for which the options and shares upon exercise must be held in trust and granted through a trustee, and as “Unapproved 102 Options,” for which the options and shares upon exercise do not have to be heldany interest in trust.  As described further below,any proposal that is not shared by all other stockholders of the typeCompany.

Where do I find the voting results of optionthe Special Meeting?

We will announce voting results at the Special Meeting and durationalso in our Current Report on Form 8-K, which we anticipate filing within four (4) business days of time the option and shares upon exercise are held in trust will determine the tax consequencesSpecial Meeting.

Who can help answer my questions?

You can contact our corporate headquarters at 5b Hanagar Street, Hod Hasharon, Israel 4527708, or by phone at +(972) 72-260-0536 or by sending a letter to the participant.  Of the Approved 102 Options, the Board of Directors of the Company may grant options as “Work Income Options,” for which the options and shares upon exercise must be heldCompany’s Secretary, with any questions about any proposal described in trust for 12 months from the date of grant,this proxy statement or as “Capital Gain Options,” for which the options and shares upon exercise must be held in trust for 24 months from the date of grant.  If the requirements of the Approved 102 Options are not met, the options are regarded as Unapproved 102 Options.  3(i) Options and the shares upon exercise may be held in trust as well, depending upon the agreement between the Board of Directors of the Company, optionee, and the trustee of the trust.  Approved 102 Options which have been granted as "Capital Gains Options" enable the optioneehow to pay capital gains tax on such option provided the terms of the grant and Section 102 of the Ordinance have been met whilst all other option grants under the Annex are treated as regular income and are subject to the taxation applicable thereto.  The trustee appointed under the Annex is required to qualify as a trustee under Section 102 of the Ordinance and shall hold any options granted under the Annex in trust for the respective holding periods as designated under the Annex and Section 102 of the Ordinance.  The grant of options under the Annex requires the delivery of a grant notification letter to each optionee in which all the relevant terms and conditions of such grant are set out.  The grant notification letter may include additional matters relating to the vesting of the options, exercise periods, events of termination of employment, etc.  The Annex sets out that for as long as options or shares purchased pursuant to thereto are held by the trustee on behalf of the optionee, all rights of the optionee over the shares are personal, cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution. The Annex shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.execute your vote.

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Compensation of Directors

DIRECTOR COMPENSATION

⁽¹⁾

The estimated value of options awarded was determined in accordance with FASB ASC 718; see Note 1 in the footnotes to the Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2013.  Amounts reported do not reflect amounts actually received by the director.

⁽²⁾

In connection with the appointments of Messrs. Kornberg and Belkin, the Company entered into agreements to pay director fees for attendance at meetings of the Board of Directors or any committee of the Board. Messrs. Kornberg and Belkin will each receive US$2,000 for attendance in person at a meeting of the Board, US$750 for attendance by telephone at a meeting of the Board, and US$750 for attendance at each meeting of any committee of the Board.

⁽³⁾

On January 26, 2013, the Company granted to Dr. Kornberg ten-year options to purchase 52,222 common shares of the Company at $9.00 per share. The options vest as follows: 4,351 on March 31, 2012 and 4,351 on the last day of each month thereafter so long as he remains a director until fully vested.  The options were granted under the Company’s 2012 Stock Incentive Plan.

⁽⁴⁾

On July 1, 2013, the Company granted to Dr. Belkin ten-year options to purchase 52,222 common shares of the Company at $9.00 per share. The options vest as follows: 4,351 on March 31, 2012 and 4,351 on the last day of each month thereafter so long as he remains a director until fully vested.  The options were granted under the Company’s 2012 Stock Incentive Plan.

We are currently considering the precise composition of our director compensation policy.  We may adopt a policy of paying independent directors an annual retainer, stock options and a fee for attendance at board and committee meetings.  We anticipate reimbursing each director for reasonable travel expenses related to such director’s attendance at board and committee meetings.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerningwith respect to the beneficial ownership of our common stock as of April 8, 2014, of (i)January 30, 2018 by:

•        each person who is known toby us to be the beneficial owner ofbeneficially own more than 5 percent5% of our common stock without regard to any limitations(based solely on conversion or exerciseour review of convertible securities or warrants; (ii) all directors and namedSEC filings);

•        each of our directors;

•        each of our executive officers; and (iii) our directors and executive officers as a group.  The table also sets forth certain information concerning the ownership

•        all of ordinary shares of Can-Fite BioPharma Ltd., the parent of our Company, as of April 8, 2014, by (i) each of our directors and named executive officers, and (ii) our directors and executive officers as a group.

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* Less than 1%

⁽¹⁾

This tableThe percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is based upon information supplied by officers, directors and principal stockholders and is believeddeemed to be accurate.  Unless otherwisea beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of, with respect to the security. Except as indicated in the footnotes to this table, we believe that each of the stockholdersbeneficial owner named in thisthe table below has sole voting and sole investment power with respect to theall shares indicated as beneficially owned.  Beneficial ownershipowned and each person’s address is determined in accordance with the rulesc/o Wize Pharma, Inc., 5b Hanagar Street, Hod Hasharon, Israel 4527708, unless otherwise indicated. As of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  SharesJanuary 30, 2018 there were 104,412,510 shares of our common stock subject to options, warrants, or other conversion privileges currently exercisable or convertible, or exercisable or convertible within 60 days of the date of this table, are deemed outstanding for computing the percentage of the person holding such option, warrant, or other convertible instrument but are not deemed outstanding for computing the percentage of any other person.  Where more than one person has a beneficial ownership interest in the same shares, the sharing of beneficialoutstanding.

____________

*        Represents ownership of these shares is designated in the footnotes to this table.  At April 2, 2014, we had 10,441,251 common shares outstanding and Can-Fite had 18,114,765 ordinary shares outstanding.less than 1%

⁽²⁾

Includes(1)     Represents (i) 263,433 ordinary shares, (ii) 90,000 registered warrants (Series 9) to purchase 3,600 ordinary shares at an exercise price of NIS 0.85 per warrant and expiring on May 1, 2015, and (iii) 7,570,761 unregistered options to purchase 302,830 ordinary shares, of which 4,890,761 options have an exercise price of NIS 0.50 per option and expire on August 23, 2016 and 2,680,000 options have an exercise price of NIS 0.644 per option and expire on January 13, 2021. All such warrants and options are fully vested.

⁽³⁾

Includes (i) 133,567 ordinary shares, (ii) 420,000 registered warrants (Series 9) to purchase 16,800 ordinary shares at an exercise price of NIS 0.85 per warrant and expiring on May 1, 2015, and (iii) 2,032,136 unregistered options to purchase 81,285 ordinary shares at an exercise price of NIS 1.247 per option and expiring on March 20, 2017. All such warrants and options are fully vested.

⁽⁴⁾

Includes 56,78720,232,177 shares of common stock issuable upon the conversion of convertible loans and(ii) 22,028,960 shares of common stock issuable upon the exercise of investment rights. Rimon Gold 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. The address of Rimon Gold, the Trust and the Trustee is 32 Habarzel, Tel Aviv, Israel. Mr. Goldfinger does not direct the management of Rimon Gold, the Trust or the Trustee, its investment or voting decisions and disclaims beneficial ownership of the shares reported in this table.

7

(2)     Represents (i) 19,853,641 shares of common stock, (ii) 6,156,362 shares of common stock issuable upon the conversion of convertible loans and (iii) 7,401,034 shares of common stock issuable upon the exercise of investment rights. Ridge is a Seychelles corporation, whose address is Room 206, Premier Building, P.O Box 332, Victoria, Mahe, Seychelles. Priscilla Julie is the sole director of Ridge and holds the voting and dispositive power of the shares of common stock beneficially owned by Ridge. Noam Danenberg, the Company’s Chief Operating Officer, is also the son-in-law of Mrs. Hanna Harpaz, who owns 49% of Ridge.

(3)     Represents (i) 12,371,892 shares of common stock and (ii) 6,216,869 shares of common stock issuable upon the exercise of outstanding warrants. The address for Mr. Zerahia is 10 Tzemach Tzedek Street, Lod, Israel.

(4)     Represents (i) 10,171,348 shares of common stock and (ii) 6,216,869 shares of common stock issuable upon the exercise of outstanding warrants. The address for Mr. Sadan is Hashunit 10, Herzliya, Israel.

(5)     Represents (i) 6,155,840 shares of common stock issuable upon the conversion of convertible loans and(ii) 7,401,033 shares of common stock issuable upon the exercise of investment rights. The address of Mr. Fisher is 3 HaRav Shmuel Rozovski Street, Bnei Brak, Israel.

(6)     Represents (i) 5,920,826 shares of common stock and (ii) 6,216,869 shares of common stock issuable upon the exercise of outstanding warrants. The address for Mr. Rubini is 2655 Marston Drive, Anchorage, Alaska 99517.

(7)     To the knowledge of the Company, the shares of common stock are held by Erez Haver, Adv., who was court-appointed as liquidator of a company affiliated with, and holds such shares in a brokerage account.trust for, Amir Bramli. The address of Advocate Erez Haver is APM House, 18 Raoul Wallenberg St., Building D, 6th floor, Tel Aviv, Israel.

⁽⁵⁾(8)     The address of Can-Fite BioPharma Ltd. is 10 Bareket Street, Kiryat Matalon, P.O. Box 7537, Petah-Tikva, 49170, Israel.

Includes(9)     To the knowledge of the Company, the shares of common stock are held by Erez Haver, Adv. and Yehuda Bramli, Adv., who were court-appointed as joint receivers on the assets of, and hold such shares in trust for, Avner Arazi. The address of Advocate Erez Haver is APM House, 18 Raoul Wallenberg St., Building D, 6th floor, Tel Aviv, Israel.

(10)  Represents (i) 24,240 ordinary2,901,205 shares of common stock and (ii) 36,000 registered warrants (Series 9) to purchase 1,440 ordinary3,046,266 shares at anof common stock issuable upon the exercise price of NIS 0.85 per warrant and expiring on May 1, 2015, (iii) 250,000 registered warrants (Series 10) to purchase 10,000 ordinary shares at an exercise priceoutstanding warrants. The address of NIS 0.394 per warrant and expiring on October 31, 2015, (iv) 250,000 registered warrants (Series 11) to purchase 10,000 ordinary shares at an exercise price of NIS 0.392 per warrant and expiring on April 30, 2016, and (v) 187,500 unregistered options are exercisable into 10,000 ordinary shares at an exercise price of NIS 0.60 per option and expire on May 2, 2023.Mr. Peretz is Ben Gurion 88 BLVD., Kiryat Malachi, Israel.

⁽⁶⁾

(11)  Represents 39,16652,222 shares of common stock issuable upon exercise of vested options.

⁽⁷⁾

Represents 13,055(12)  The shares of common stock issuableare held by Mr. Danenberg through a company where Mr. Danenberg holds a minority interest and he does not serve as a director or an officer. See footnote 2 above.

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PROPOSAL NO. 1

grant the Board of Directors the authority, in its sole direction, to approve an amendment to our Certificate of Incorporation to effect a reverse stock split of our issued and outstanding common stock by a ratio of not less than one-for-tEN and not more than one-for-TWO hundred at any time prior to FEBRUARY 19, 2019, with the exact ratio to be set at a whole number within this range as determined by the Board of Directors

Our Board of Directors has approved and is seeking stockholder approval of an amendment to our Certificate of Incorporation to implement the Reverse Stock Split.

The amendment to the Company’s Certificate of Incorporation to effect the Reverse Stock Split of our issued and outstanding common stock, if approved by the stockholders, will be substantially in the form set forth onAppendix A (subject to any changes required by applicable law). If approved by the holders of our common stock, the Reverse Stock Split proposal would permit (but not require) our Board of Directors to effect a reverse stock split of our issued and outstanding common stock at any time prior to February 19, 2019 by a ratio of not less than one-for-ten and not more than one-for-two hundred, with the exact ratio to be set at a whole number within this range as determined by our Board of Directors in its sole discretion.

In determining a ratio, if any, following the receipt of stockholder approval, our Board of Directors may consider, among other things, factors such as:

•        the historical trading price and trading volume of our common stock;

•        the number of shares of our common stock outstanding;

•        the then-prevailing trading price and trading volume of our common stock and the anticipated impact of the Reverse Stock Split on the trading market for our common stock;

•        the anticipated impact of a particular ratio on our ability to reduce administrative and transactional costs; and

•        prevailing general market and economic conditions.

Our Board of Directors reserves the right to elect to abandon the Reverse Stock Split, including any or all proposed reverse stock split ratios, if it determines, in its sole discretion, that the Reverse Stock Split is no longer in the best interests of the Company and its stockholders.

Depending on the ratio for the Reverse Stock Split determined by our Board of Directors, no less than ten and no more than two hundred shares of existing common stock, as determined by our Board of Directors, will be combined into one share of common stock. Any fractional shares will be rounded up to the next whole number. The amendment to our Certificate of Incorporation to effect the Reverse Stock Split, if any, will include only the Reverse Stock Split ratio determined by our Board of Directors to be in the best interests of our stockholders and all of the other proposed amendments at different ratios will be abandoned.

Background and Reasons for the Reverse Stock Split; Potential Consequences of the Reverse Stock Split

The Board of Directors believes that the Reverse Stock Split is advisable because the expected increase to the market price of our common stock as a result of implementing the Reverse Stock Split is expected to improve the marketability and liquidity of our common stock and is expected to encourage interest and trading in our common stock. The Reverse Stock Split could allow a broader range of institutions to invest in our stock (namely, investors that are prohibited from buying stocks whose price is below a certain threshold), potentially increasing the liquidity of our common stock. In particular, we believe that many of our current and potential stockholders, who are located in Israel, cannot trade in our common stock when the stock price is below $1.00 per share. The Reverse Stock Split could help increase analyst and broker interest in our stock as their policies can discourage them from following or recommending companies with low stock prices. Because of the trading volatility often associated with low-priced stocks, many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may function to make the processing of trades in

9

low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher.

We would like to eventually apply for listing on the NASDAQ Capital Market or another national securities exchange. By potentially increasing our stock price, the Reverse Stock Split could potentially increase our minimum bid or share price required for the initial listing requirements for, for example, the NASDAQ Capital Market. Our common stock is currently traded on the OTCQB under the symbol “WIZP.” As of January 30, 2018, our stock price was $0.14 per share. At the present time, we do not have any immediate plans or any agreements or understandings to uplist to a national securities exchange. The NASDAQ Capital Market requires, among other items, an initial bid price of least $4.00 per share and following the initial listing (subject to certain exceptions), the maintenance of a continued price of at least $1.00 per share. Reducing the number of outstanding shares of our common stock should, absent other factors, increase the per share market price of our common stock, although we cannot provide any assurance that our minimum bid price would remain following the Reverse Stock Split over the minimum bid price requirement of any such stock exchange.

The Company currently does not have any plans, arrangements or understandings, written or oral, to issue any of the authorized but unissued shares that would become available as a result of the Reverse Stock Split. In addition to increasing the market price of our common stock, the Reverse Stock Split would also reduce certain of our costs, as discussed below. Accordingly, for these and other reasons discussed below, we believe that effecting the Reverse Stock Split is in the Company’s and our stockholders’ best interests.

While reducing the number of outstanding shares of our common stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our common stock, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our common stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our common stock will increase following the Reverse Stock Split or that the market price of our common stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our common stock after a Reverse Stock Split will increase in proportion to the reduction in the number of shares of our common stock outstanding before the Reverse Stock Split. Accordingly, the total market capitalization of our common stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split.

Procedure for Implementing the Reverse Stock Split

The Reverse Stock Split, if approved by our stockholders, would become effective upon exercisethe filing (the “Effective Time”) of vested options.a certificate of amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware. The exact timing of the filing of the certificate of amendment that will effect the Reverse Stock Split will be determined by our Board of Directors based on its evaluation as to when such action will be the most advantageous to the Company and our stockholders. In addition, our Board of Directors reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing the certificate of amendment to the Company’s Certificate of Incorporation, our Board of Directors, in its sole discretion, determines that it is no longer in our best interest and the best interests of our stockholders to proceed with the Reverse Stock Split. If a certificate of amendment effecting the Reverse Stock Split has not been filed with the Secretary of State of the State of Delaware by the close of business on February 19, 2019, our Board of Directors will abandon the Reverse Stock Split.

⁽⁸⁾Effect of the Reverse Stock Split on Holders of Outstanding Common Stock

Represents 43,505Depending on the ratio for the Reverse Stock Split determined by our Board of Directors, a minimum of ten and a maximum of two hundred shares of existing common stock will be combined into one new share of common stock. The table below shows, based on the 104,412,510 shares of common stock issuable upon exerciseoutstanding as of vested options.the record date,

⁽⁹⁾10

Includes 274,375 unregistered options to purchase 10,975 ordinary shares,the number of which (i) 186,875 have an are exercisable into 7,475 ordinary shares at an exercise price of NIS 0.754 per option and expire on February 21, 2021, (ii) 56,250 are exercisable into 2,250 ordinary shares at an exercise price of NIS 0.385 per option and expire on May 2, 2022 and (iii) 31,250 are exercisable into 4,000 ordinary shares at an exercise price of NIS 0.326 per option and expire on March 20, 2023.

⁽¹⁰⁾

Represents 8,703outstanding shares of common stock issuable upon exercise(excluding Treasury shares) that would result from the listed hypothetical reverse stock split ratios (without giving effect to the treatment of vested options.fractional shares):

The actual number of shares issued after giving effect to the Reverse Stock Split, if implemented, will depend on the Reverse Stock Split ratio that is ultimately determined by our Board of Directors.

⁽¹¹⁾The Reverse Stock Split will affect all holders of our common stock uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except that as described below in “Fractional Shares,” record holders of common stock otherwise entitled to a fractional share as a result of the Reverse Stock Split will be rounded up to the next whole number. In addition, the Reverse Stock Split will not affect any stockholder’s proportionate voting power (subject to the treatment of fractional shares).

Includes (i) 200,000The Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares.

After the Effective Time, our common stock will have new Committee on Uniform Securities Identification Procedures (CUSIP) numbers, which is a number used to identify our equity securities, and stock certificates with the older CUSIP numbers will need to be exchanged for stock certificates with the new CUSIP numbers by following the procedures described below. Our common stock will continue to be quoted on the OTCQB under the symbol “WIZP”, subject to any decision of our Board of Directors to list our securities on a national securities exchange.

Beneficial Holders of Common Stock (i.e. stockholders who hold in street name)

Upon the implementation of the Reverse Stock Split, we intend to treat shares held by stockholders through a bank, broker, custodian, or other nominee in the same manner as registered warrants (Series 10)stockholders whose shares are registered in their names. Banks, brokers, custodians, or other nominees will be instructed to purchase 8,000 ordinaryeffect the Reverse Stock Split for their beneficial holders holding our common stock in street name. However, these banks, brokers, custodians, or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. Stockholders who hold shares at an exercise price of NIS 0.394 per warrantour common stock with a bank, broker, custodian, or other nominee and expiringwho have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.

Registered “Book-Entry” Holders of Common Stock (i.e. stockholders that are registered on October 31, 2015, (ii) 400,000the transfer agent’s books and records but do not hold stock certificates)

Certain of our registered warrants (Series 11)holders of common stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.

11

Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to purchase 16,000 ordinarytake action (the exchange will be automatic) to receive whole shares at an exercise price of NIS 0.392 per warrantpost-Reverse Stock Split common stock, subject to adjustment for treatment of fractional shares.

Holders of Certificated Shares of Common Stock

Stockholders holding shares of our common stock in certificated form will be sent a transmittal letter by our transfer agent after the Effective Time. The letter of transmittal will contain instructions on how a stockholder should surrender his, her or its certificate(s) representing shares of our common stock (the “Old Certificates”) to the transfer agent in exchange for certificates representing the appropriate number of whole shares of post-Reverse Stock Split common stock (the “New Certificates”). No New Certificates will be issued to a stockholder until such stockholder has surrendered all Old Certificates, together with a properly completed and expiring on April 30, 2016.

⁽¹²⁾

Includes 761,648executed letter of transmittal, to the transfer agent. No stockholder will be required to pay a transfer or other fee to exchange his, her or its Old Certificates. Stockholders will then receive a New Certificate(s) representing the number of whole shares of common stock issuablethat they are entitled as a result of the Reverse Stock Split, subject to Can-Fite upon the exercisetreatment of warrants.  The beneficial ownerfractional shares described below. Until surrendered, we will deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the number of Can-Fite holding 5% or morewhole shares of Can-Fite’s outstanding ordinary shares is Shaked Global 6.8%.

Securities Authorized for Issuance under Equity Compensation Plan

The following table sets forth as of December 31, 2013, certain information with respect to compensation plans (including individual compensation arrangements) under which ourpost-Reverse Stock Split common stock is authorizedto which these stockholders are entitled, subject to the treatment of fractional shares. Any Old Certificates submitted for issuance:exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for New Certificates. If an Old Certificate has a restrictive legend on the back of the Old Certificate(s), the New Certificate will be issued with the same restrictive legends that are on the back of the Old Certificate(s).

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

EQUITY COMPENSATION PLAN INFORMATIONFractional Shares

⁽¹⁾

Represents options granted under our 2012 Stock Incentive Plan, as amended

⁽²⁾

RepresentsWe do not currently intend to issue fractional shares available for future issuance under the 2012 Stock Incentive Plan, as amended.

See above for information regarding the 2012 Stock Incentive Plan, as amended.

Warrants

A total of 1,203,448 warrants were issued in connection with the reverse merger transaction which took placeReverse Stock Split. Therefore, we will not issue certificates representing fractional shares. In lieu of issuing fractions of shares, we will round up to the next whole number.

Effect of the Reverse Stock Split on November 21, 2011. It includes 598,438 warrants with anany Options, Restricted Stock Awards and Units, Warrants, and Convertible or Exchangeable Securities

Based upon the Reverse Stock Split ratio determined by the Board of Directors, proportionate adjustments are generally required to be made to the per share exercise price and the number of $5.148shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities (including investment rights) entitling the holders to purchase, exchange for, or convert into, shares of common stock. This would result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and 605,010 warrants with anapproximately the same value of shares of common stock being delivered upon such exercise, priceexchange or conversion, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of $7.74.shares deliverable upon settlement or vesting of restricted stock awards, if any, will be similarly adjusted, subject to our treatment of fractional shares. The number of shares reserved for issuance pursuant to these securities will be proportionately based upon the Reverse Stock Split ratio determined by the Board of Directors, subject to our treatment of fractional shares.

Accounting Matters

ChangeThe proposed amendment to the Company’s Certificate of Control

There are no arrangements or understandings, known to us, including any pledge by any personIncorporation will not affect the par value of our securities:common stock per share, which will remain $0.001 par value per share. As a result, as of the Effective Time, the total of the stated capital attributable to common stock and the additional paid-in capital account on our balance sheet will not change due to the Reverse Stock Split. Reported per share net income or loss will be higher because there will be fewer shares of common stock outstanding.

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·No Going Private Transaction

The operationNotwithstanding the decrease in the number of which may at a subsequent date resultoutstanding shares following the implementation of the Reverse Stock Split, the Board of Directors does not intend for this transaction to be the first step in a change in control“going private transaction” within the meaning of the Company; or

·

With respect to the election of directors or other matters.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a)Rule 13e-3 of the Securities Exchange Act of 1934, as amended, requires our directors and officers, and persons who own more than 10%the implementation of the proposed reverse stock split will not cause the Company to go private.

Certain Federal Income Tax Consequences of the Reverse Stock Split

The following summary describes certain material U.S. federal income tax consequences of the Reverse Stock Split to holders of our outstanding Common Stockcommon stock:

Unless otherwise specifically indicated herein, this summary addresses the tax consequences only to file with the Securities and Exchange Commission initial reports of ownership and changes in ownership of our Common Stock.  Such individuals are also required to furnish us with copies of all such ownership reports they file.  The following table identifies each person who, at any time during the fiscal year ended December 31, 2013, was a director, officer, or beneficial owner of more than 10% of our common stock that failedis a citizen or individual resident of the United States, a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia or otherwise subject to fileU.S. federal income taxation on a timelynet income basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year:

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 17, 2013, the Company sold 268,095 Ordinary shares of Can-Fite Biopharma Ltd (“Can-Fite”) on the open market for a total of $510,714.  Can-Fite is quoted on the Tel Aviv Stock Exchange as “CFBI” and is our majority shareholder.  After the sale, we owned 446,827 post-reverse split Ordinary shares of Can-Fite.

On May 9, 2013, we granted options, which were modified on May 29, 2013 as to number and exercise price, to purchase 13,055 sharesin respect of our common stock (a “U.S. holder”). A trust may also be a U.S. holder if (1) a U.S. court is able to Itay Weinstein, our Chief Financial Officer. These optionsexercise primary supervision over administration of such trust and one or more U.S. persons have an exercise price of $9.00 per share and expire on May 29, 2023. 50% of these options vested immediately and the remaining will vest over a period of three years on a quarterly basis for 12 consecutive quarters from the dateauthority to control all substantial decisions of the grant. Also, on May 9, 2013 (as modified on May 29, 2013), our Boardtrust or (2) it has a valid election in place to be treated as a U.S. person. An estate whose income is subject to U.S. federal income taxation regardless of Directors approvedits source may also be a U.S. holder. This summary does not address all of the granttax consequences that may be relevant to any particular investor, including tax considerations that arise from rules of options, with the same terms as the options grantedgeneral application to Mr. Weinstein,all taxpayers or to certain membersclasses of our Board of Directors, our Secretary and a director of EyeFite. The option grants to our Secretary and the EyeFite director were made but later rescinded by our Board of Directors on June 13, 2013 and the respective grantees waived any rights in and to such options. The optionstaxpayers or that are generally assumed to be grantedknown by investors. This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates, persons subject to the membersalternative minimum tax, traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons that hold our common stock as part of a position in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction for federal income tax purposes, or (iii) persons that do not hold our Board of Directors, which also requiredcommon stock as “capital assets” (generally, property held for investment).

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the approval of our stockholders, were never granted due to the failure to obtain such stockholder approval.

On November 21, 2011, we completed a transaction (the “Transaction”) with Can-Fite by which it became the principal shareholder through the issuance of 8,000,000 sharesbeneficial owner of our common stock, the U.S. federal income tax treatment of a partner in exchange for allthe partnership will generally depend on the status of the issuedpartner and outstandingthe activities of the partnership. Partnerships that hold our common stock, of Eyefite.  In connection withand partners in such partnerships, should consult their own tax advisors regarding the Transaction, Eyefite and Can-Fite entered into a License Agreement pursuant to which Can-Fite granted to Eyefite a sole and exclusive worldwide license for the use of CF101, Can-Fite’s therapeutic drug candidate, solely in the field of ophthalmic diseases (“CF101”).  Pursuant to the License Agreement, Eyefite agreed to make royalty and milestone payments, with a minimum annual royalty payment of $25,000 to the NIH.  Eyefite and Can-Fite also entered into a Services Agreement (the “Services Agreement”) under which Can-Fite agreed to manage all activities relating to pre-clinical and clinical studies performed for the developmentU.S. federal income tax consequences of the ophthalmic indicationsReverse Stock Split.

This summary is based on the provisions of CF101.

Fromthe Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date of this proxy statement. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the Services AgreementU.S. federal income tax consequences of the Reverse Stock Split.

PLEASE CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.

U.S. Holders

The Reverse Stock Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, a stockholder generally will not recognize gain or loss on November 21, 2011, through December 31, 2012, Eyefite paid $1,470,362the Reverse Stock Split, except to Can-Fite for its services.  Can-Fite has agreed to defer receiving payments owed under the Services Agreement from January 31, 2013 for the performanceextent of clinical trials of CF101cash, if any, received in ophthalmic indications until the completionlieu of a fundraising byfractional share interest in the Company and in no event in excesspost-Reverse Stock Split shares. The aggregate tax basis of the available cashpost-split shares received will be equal to the aggregate tax basis of the Company after the fulfillment of its obligations to other creditors at that time. We will pay interest at the rate of 3% per annum from the date of each quarterly invoice issued by Can-Fite until the deferred payment is satisfied. On February 28, 2013, the Board of Directors approved Can-Fite’s offer to defer payments under the Agreement. As December 31, 2013 the deferred payments to Can-Fite totaled $1,473,000. Dr. Fishman, our Chairman, is also the Chief Executive Officer of Can-Fite and Messrs. Cohn and Regev, two of our directors, are also directors of Can-Fite.  Barak Singer, our Chief Executive Officer, is also VP business Development of Can-Fite. Itay Weinstein, our Chief Financial Officer, is also the controller for Can-Fite.

Also in connection with the Transaction, we issued a warrant agreement (the “Warrant”) to Can-Fite by which Can-Fite has the right, atpre-split shares exchanged therefore (excluding any time from November 21, 2011, until the earlier of (a) the November 21, 2016 and (b) the closingportion of the acquisition of our Company by another entity, resulting inholder’s basis allocated to fractional shares), and the exchangeholding period of the our outstanding post-split

13

shares such thatreceived will include the holding period of the pre-split shares exchanged. A holder of the pre-split shares who receives cash will generally recognize gain or loss equal to the difference between the portion of the tax basis of the pre-split shares allocated to the fractional share interest and the cash received. Such gain or loss will be a capital gain or loss and will be short term if the pre-split shares were held for one year or less and long term if held more than one year. No gain or loss will be recognized by us as a result of the Reverse Stock Split.

No Appraisal Rights

Under the Delaware General Corporation Law, our stockholders prior to such transaction own, directly or indirectly, less than 50% of the voting power of the surviving entity, to convert its right to an additional fee (equal to 2.5% of any revenues received by the Company for rights to CF101 from third-party sublicenses including upfront payments, developmental or commercial milestones, royalties and any similar payments) under the Services Agreement into 480,022 shares of our common stock (subject to adjustment in certain circumstances).  The per share purchase price for the shares shall be $5.148.  The Warrant may be exercised on either a cash or a cashless basis, provided that if the Warrant is exercised on a cashless basis, the Warrant must be exercised in whole, not in part.  

Also in connection with the Transaction, we issued to Can-Fite and each of the other investors in the Transaction, for each four shares of the Company’s common stock purchased in the financing accord as part of the Transaction, nine warrants valid for a period of five years from the closing of the Transaction to acquire two share of the Company for an exercise price of $7.74. Can-Fite owns 281,626 warrants according to this arrangement.

PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young audited our consolidated financial statements for the year ended December 31, 2013.  Ernst & Young has served as our independent registered public accounting firm since December 1, 2011, and has audited our consolidated financial statements for the years ended December 31, 2011, 2012, and 2013.  The Board of Directors has appointed Ernst & Young to serve as our independent registered public accounting firm for the year ending December 31, 2014.

While we are not requiredentitled to submitappraisal rights with respect to the appointment of our independent registered public accounting firm to a vote of stockholders for ratification, our board of directors is doing so as a matter of good corporate practice.  If stockholders fail to ratify the appointment, the Board of DirectorsReverse Split, and we will reconsider whether to retain Ernst & Young, and may retain that firm or another without re-submitting the matter to our stockholders.   Even ifnot independently provide our stockholders ratify the appointment, the Board of Directors may, in its discretion, direct the appointment of a different independent registered public accounting firm atwith any time during the year if it determines that such a change would be advisable and in the best interests of us and our stockholders.rights.

Representatives of Ernst & Young are not expected to be present at the annual meeting.

Vote Required and Recommendation of our Board of Directors

The affirmative vote of the holders of a majority of allthe shares casting votes atof common stock outstanding on the annual meeting is required to ratify the appointmentrecord date.

The Board of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2014.

Our board of directorsDirectors unanimously recommends a vote “FOR” this proposal.

The aggregate fees billed for eachFOR the approval of the last two fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statement and review of financial statements included in our 10-Q reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $55,000 for fiscal year ended 2013 and $55,500 for fiscal year ended 2012.Reverse Stock Split.

HOUSE HOLDING OF MATERIALS

Audit-Related Fees

The aggregate fees billed in eachIn some instances, only one copy of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements that are not reported above were $0 for fiscal year ended 2013 and $0 for fiscal year ended 2012.

Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $4,000 for fiscal year ended 2013 and $3,000 for fiscal year ended 2012.

All Other Fees

The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above were $14,000 for fiscal year ended 2013 and $0 for fiscal year ended 2012.

We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee.  Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.  We do not rely on pre-approval policies and procedures.

ANNUAL REPORT

The Company’s Annual Report on Form 10-K for the year ended December 31, 2013,proxy materials is being mailed to each shareholder of record on or about April 24, 2014, with this Information Statement.

DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS

FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS

Stockholders may present proper proposals for inclusion in the Company’s information statement and for consideration at the next annual meeting of its stockholders by submitting their proposals to the Company in a timely manner.  In order to be considered for inclusion for the 2015 annual stockholders’ meeting, stockholder proposals must have been received by the Company no later than December 31, 2014.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company at any time since the beginning of the last fiscal year, nor any individual nominated to be a director of the Company, nor any associate or affiliate of any of the foregoing, has any material interest, other than elections to office, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the annual meeting.

SHAREHOLDERS SHARING AN ADDRESS

The Company will deliver only one Information Statementdelivered to multiple shareholdersstockholders sharing an address, unless the Company haswe have received contrary instructions from one or more of the shareholders.  The Company undertakesstockholders to continue to deliver multiple copies. We will deliver promptly, upon writtenoral or oralwritten request, a separate copy of the Information Statementapplicable materials to a shareholderstockholder at a shared address to which a single copy of the information statement iswas delivered. A shareholder can notify the Company that the shareholder wishesIf you wish to receive a separate copy of the Information Statement by contactingproxy materials you may call us at +(972) 72-260-0536, or send a written request to Wize Pharma, Inc., 5b Hanagar Street, Hod Hasharon, Israel 4527708, attention: Secretary. If you have received only one copy of the Company at the address or phone number set forth below.  Conversely, if multiple shareholders sharing an address receive multiple Information Statementsproxy materials, and wish to receive only one, such shareholders can notifya separate copy for each stockholder in the Companyfuture, you may call us at the telephone number or write us at the address listed above. Alternatively, stockholders sharing an address who now receive multiple copies of the proxy materials may request delivery of a single copy, also by calling us at the telephone number or phone number set forthwriting to us at the address listed above.

OTHER MATTERS14

Our board of directors does not intend to bring any matters before the annual meeting other than those specifically set forth in the notice of the annual meeting and, as of the date of this information statement, does not know of any matters to be brought before the annual meeting by others.  If any other matters properly come before the annual meeting, or any adjournment or postponement of the annual meeting, it is the intention of the persons named in the accompanying proxy to vote those proxies on such matters in accordance with their best judgment.

WHERE YOU CAN FIND MORE INFORMATION

The Company is subject to the informational requirements of the Exchange Actfiles annual, quarterly and filescurrent reports, proxy statements and other information with the SEC.  Such reportsCommission. You can read and other information filed bycopy any materials that the Company may be inspected and copiedfiles with the Commission at the SEC’sCommission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, as well as in the SEC’s public reference rooms in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further20549. You can obtain information onabout the operation of the SEC’s public reference rooms.Public Reference Room by calling the Commission at 1-800-SEC-0330. The SECCommission also maintains an Interneta Web site that contains reports, proxy statements and other information about issuers, like us, whowe file electronically with the SEC.  Commission, which you can access over the Internet atwww.sec.gov.

You should rely only on the information contained in, or incorporated by reference as an exhibit to, this Proxy Statement. We have not authorized anyone else to provide you with different information. You should not assume that the information in this Proxy Statement is accurate as of any date other than January 31, 2018, or such earlier date as is expressly set forth herein.

OTHER BUSINESS

The addressBoard of Directors knows of no business to be brought before the Special Meeting other than as set forth above. If other matters properly come before the stockholders at the Special Meeting, it is the intention of the SEC’s web sitepersons named on the proxy to vote the shares represented thereby on such matters in accordance with their judgment.

Dated: February 5, 2018

15

APPENDIX A

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF INCORPORATION

OF

WIZE PHARMA, INC.

Wize Pharma, Inc., organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the Board of Directors of Wize Pharma, Inc. adopted a proposed amendment of the Certificate of Incorporation of said corporation to effect a reverse stock split, declaring said amendment to be advisable.

The amendment reads as follows:

Section 3.1 ishttp://www.sec.gov hereby amended by adding the following:

“(i). Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this amendment to the Corporation’s Certificate of Incorporation, as amended, each ________* shares of Common Stock issued and outstanding immediately prior to the Effective Time either issued and outstanding or held by the Corporation as treasury stock shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof; provided that no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Corporation shall round shares up to the nearest whole number. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above.”

* – Whole number between ten (10) and two hundred (200) as determined by the Board of Directors in its sole discretion.

SECOND: That, pursuant to a resolution of its Board of Directors, a special meeting of the stockholders of Wize Pharma, Inc. was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of granting the Board of Directors the authority to amend the Certificate of Incorporation to provide for a reverse stock split and the Board of Directors subsequently approved a ratio of 1-for-________*.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: All other provisions of the Certificate of Incorporation shall remain in full force and effect.

18FIFTH: This Certificate of Amendment shall be effective upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this __ day of ________________, 201 .

A-1

WIZE PHARMA, INC.

Proxy for the Special Meeting of Stockholders

TO BE HELD ON FEBRUARY 19, 2018

WIZE PHARMA, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Or Eisenberg and Noam Danenberg, and each of them, as proxies, each with full powers of substitution, to represent and to vote all shares of common stock, which the undersigned would be entitled to vote, at the Company’s Special Meeting of Stockholders to be held on February 19, 2018 at 10:00 am local time and at any adjournment thereof, subject to the directions on this Proxy Card.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. IF NO DIRECTION IS MADE, THE PROXY SHALL BE VOTED “FOR” PROPOSAL 1.

WIZE PHARMA’S BOARD OF DIRECTORS RECOMMENDS THAT WIZE PHARMA STOCKHOLDERS VOTE “FOR” PROPOSAL 1.

In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Special Meeting or any postponements or adjournments of the Special Meeting.

Please check here if you plan to attend the Special Meeting of Stockholders on February 19, 2018 at 10:00 a.m. local time.£

(Continued and to be signed on Reverse Side)