Item 2.01 Completion of Acquisition or Disposition of Assets
As previously reported in Current Reports on Form 8-K filed on January 5, 2021,
January 19, 2021, February 4, 2021 and February 16, 2021 (collectively, the
"Form 8-K"), (i) Wize Pharma, Inc. (the "Company" or "Wize") entered into a Bid
Implementation Agreement, dated as of December 30, 2021 (as amended, the "Bid
Agreement") with Cosmos Capital Limited, a digital infrastructure provider based
in Sydney, Australia ("Cosmos"), whereby the Company agreed to commence an
off-market takeover offer under applicable Australian laws (the "Offer") to
acquire all of the outstanding shares of Cosmos (the "Cosmos Shares") in
exchange for 61.11 shares of Wize's common stock for each one share of Cosmos,
of which 22.33 shares of Wize's common stock will be subject to a Stock
Restriction Agreement (the "Offer Consideration"), (ii) concurrently with the
execution of the Bid Agreement, the Company entered into Securities Purchase
Agreements (the "PIPE Agreements") with certain accredited investors (the "PIPE
Investors"), whereby the Company agreed to sell to the PIPE Investors, in a
private placement, an aggregate of 25 million shares of common stock for
aggregate gross proceeds of $3.0 million, (iii) on February 1, 2021, the Company
lodged a Bidder's Statement with the Australian Securities and Investments
Commission to commence the Offer and (iv) on February 16, 2021, the Company
announced that the Offer became unconditional and that it plans to consummate
the transactions contemplated by the Bid Agreement and the Offer on or about
March 9, 2021.
On March 9, 2021, the transactions contemplated by the Bid Agreement and the
Offer were consummated (the "Closing"), including (i) the acquisition by the
Company of approximately 89.4% of the outstanding Cosmos shares in exchange for
the Offer Consideration, which means that the Company issued, in the aggregate,
428,270,616 shares of its common stock to the tendering Cosmos shareholders,
(ii) the issuance of an additional 25 million shares of common stock to the PIPE
Investors (including 2,916,667 shares to Mr. Noam Danenberg, our former CEO, and
833,333 shares to Mr. Or Eisenberg, our CFO), (iii) the issuance of contingent
value rights ("CVR") to each of the Wize pre-closing securityholders pursuant to
a Contingent Value Rights Agreement, dated March 8, 2021 (the "CVR Agreement"),
by and among the Company, certain of its subsidiaries (the "Wize Subsidiaries"),
Mr. Eisenberg, as the Holders' Representative (as defined herein), and the
Rights Agent (as defined therein), whereby each CVR represents the right to
receive a pro rata share of any consideration that may be received by Wize or
the Wize Subsidiaries in connection with Wize's existing LO2A business, and (iv)
the issuance of a five-year warrant, exercisable into 8,710,982 shares of common
stock, at an exercise price of $0.001 per share, to the financial advisor of
Wize in the transaction.
As a result of the transactions described above, the Company currently has
486,323,567 shares of common stock issued and outstanding, of which the (former)
holders of Cosmos shares hold, in the aggregate, 428,270,616 shares (including
the shares issuable under the Stock Restriction Agreement), representing
approximately 88.06% of the outstanding shares.
On March 10, 2021, the Company has also extended the expiration date of the
Offer to May 10, 2021 in order to allow the remaining Cosmos shareholders who
have not accepted the Offer as of yet to be able to accept the Offer. However,
in order to address the possibility that Wize receives acceptances for more than
90% of the Cosmos Shares before the Amendment (as defined below) becomes
effective, Wize has entered into a deferred pre-bid acceptance agreement with
one of the holders of the Cosmos Shares holding approximately 10% of the
outstanding Cosmos shares who has agreed to accept the Offer, but only after
Wize informs such Cosmos shareholder that the Amendment has been obtained and
became effective.
The securities issued by Wize in the Offer were (and, with respect to the
remaining Cosmos shareholders, will be) offered and sold in reliance on an
exemption from registration under Regulation S promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), as they are being offered to
non-U.S. investors only. The securities issued by Wize under the PIPE Agreements
and the Warrant were offered and sold in reliance on an exemption from
registration under Regulation D promulgated under the Securities Act. 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
. . .
Item 3.02 Unregistered Sales of Equity Securities.
With respect to the shares of the Company's common stock issued pursuant to the
Offer, the PIPE Agreements and the Warrant and the exemption from registration
under the Securities Act for the issuance of such shares, the disclosures set
forth in Item 2.01 above are incorporated by reference into this Item 3.02.
Item 5.01 Changes in Control of Registrant.
As a result of the transactions contemplated under the Bid Agreement and the
Offer, a change of control of the Company occurred. The information provided
above in "Item 2.01 - Completion of Acquisition or Disposition of Assets" of
this Current Report on Form 8-K is incorporated by reference into this Item
3.03. As required to be disclosed by Regulation S-K Item 403(c), there are no
arrangements, known to us, including any pledge by any person of our securities
or any of our parents, the operation of which may at a subsequent date result in
a change in control of our company.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As contemplated by the Bid Agreement and previously reported, among others, in
the Schedule 14(f) filed by the Company with the SEC on February 26, 2021,
effective as of the Closing, (i) all of Wize's directors (except Mr. Yossi
Keret) resigned from the board of directors of Wize (the "Board"), (ii) Messrs.
Greg Martin, Michael Hughes and James Manning (collectively, the "Cosmos
Appointees") were appointed to the Board, with Mr. Manning assuming the role of
CEO, (iii) Wize terminated or procured the termination of each of the current
employment or consulting agreements of Wize with Mr. Mark Sieczkarek, the now
former Chairman of the Board, Mr. Danenberg, the now former CEO, Mr. Eisenberg,
the (continuing) CFO, and another part-time employee related to Mr. Danenberg;
and (iv) entered into new, part time, consulting agreements with Mr. Danenberg
and Mr. Eisenberg.
Set forth below is biographical information regarding the Cosmos Appointees:
Name Age Position
Greg Martin 61 Chairman of the Board of Directors
Michael Hughes 55 Non-Executive Director
James Manning 36 Executive Director, CEO
Greg Martin. Mr. Martin has 40 years of experience in the energy, utilities,
resources, financial services and infrastructure sectors in Australia, New
Zealand and internationally. He spent 25 years, from 1981 to 2006, with the
Australian Gas Light Company (AGL), a company listed on the Australian
Securities Exchange (ASX) (ASX code: AGL), including 5 years as CEO and Managing
Director. After leaving AGL, Mr. Martin served as CEO of the infrastructure
division of Challenger Financial Services Group, a division of Challenger
Limited (ASX code: CGF) from 2006 to 2008 and, subsequently, from 2011 to 2012,
he served as CEO and Managing Director of Murchison Metals Limited (ASX code:
MMX, delisted in 2014). He also served as a member of the COAG Energy Council
Energy Appointments Selection Panel from 2015 to 2017 and was previously a
director of Santos Limited (ASX code: STO), Coronado Global Resources Inc. (ASX
code: CRN) and Energy Developments Limited (ASX code: ENE, delisted in 2015).
Mr. Martin's current directorships include serving as Chair of lluka Resources
Limited (ASX code: ILU), Deputy Chair of Western Power and non-executive
director of Spark Infrastructure Group (ASX code: SKI). Mr. Martin has a
Bachelor of Economics from the University of Sydney a Bachelor of Laws from the
University of Technology, Sydney. Mr. Martin is also a fellow of the Institute
of Managers and Leaders (Australia and New Zealand) and a member of the
Australian Institute of Company Directors.
Michael Hughes. Mr. Hughes has over 30 years of experience across the finance
sector, including investment management, investor relations and commercial
banking. Mr. Hughes was a director and company secretary of OzEmail Ltd (ASX
code: OZM, which was also listed on the NASDAQ) between 1996 to 1999. OzEmail
Ltd was the first public float of an internet service provider in Australia.
Between 2014 and 2019 he served as commercial director of SeaLink Travel Group
(ASX code: SLK). He is currently the chairman of the board of directors of
Wiseway Group (ASX code: WWG) and Non-Executive Director of Shekel Brainweigh
(ASX code: SBW). His previous management positions include serving as Head of
the AMP Small Companies Fund from 2008 to 2010 and Head of Corporate at Ord
Minnett from 2010 to 2014. Mr. Hughes holds a B.A. from Sydney University and an
M.A. degree in applied finance from Macquarie University.
James Manning. Mr. Manning is the Founder, Managing Director and Chief Executive
Officer of Cosmos. He has 18 years of experience across the real estate,
hospitality and finance sectors, including investment management and mergers and
acquisitions. Since 2014, Mr. Manning has been the Managing Director of Vertua
Limited (NSX code: VERA), an Australian investment company. He is a director of
Defender Asset Management Pty Ltd., an financial service licensed investment
company, which specialises in real estate and alternate assets. Since 2003, Mr.
Manning has been the Chairman of Manning Group, an Australian family office
focused on investments in Australia and New Zealand. Since 2017, Mr Manning has
been a Partner of First Equity, a public accounting firm within Vertua Limited.
Mr. Manning holds a Masters in Finance from University of Technology of Sydney
and Bachelor of Business from Australian Catholic University. He is also a
Fellow of the Institute of Company Directors (FAICD) and a Member of Institute
of Public Accountants (IPA).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 5, 2021, the Company obtained the written consent of the holders of
approximately 54.3% of our then outstanding capital stock for an amendment to
its Certificate of Incorporation to effect an increase in its authorized capital
stock from 501,000,000 shares of capital stock, consisting of 500,000,000 shares
of common stock, par value $0.001 per share ( "Common Stock") and 1,000,000
shares of preferred stock, par value $0.001 per share ("Preferred Stock"), to
801,000,000 shares of capital stock consisting of 800,000,000 shares of Common
Stock and 1,000,000 shares of Preferred Stock (the "Authorized Stock Increase").
The Authorized Stock Increase, along with the authorizion to file an amendment
to the Company's Certificate of Incorporation with the State of Delaware is
referred to as the "Amendment."
The Company intends to file with the SEC, and mail to its stockholders, as
promptly as practicable, an information statement on schedule 14c to report the
aforesaid stockholders' action. The Amendment will not be implemented prior the
date which is twenty (20) calendar days following the date on which the
definitive form of the information statement is first mailed to the Company's
stockholders.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Being Acquired
The financial statements required by this Item, with respect to the acquisition
described in Item 2.01 herein, will be filed as soon as practicable, and in any
event not later than 71 days after the date on which this Current Report on Form
8-K was required to be filed pursuant to Item 2.01.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item, with respect to the
acquisition described in Item 2.01 herein, will be filed as soon as practicable,
and in any event not later than 71 days after the date on which this Current
Report on Form 8-K was required to be filed pursuant to Item 2.01.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Wize cautions that statements in this report that are not a description of
historical fact are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of words referencing future events or circumstances such
as "expect," "intend," "plan," "anticipate," "believe," and "will," among
others. Because such statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by such
forward-looking statements. These forward-looking statements are based upon
Wize's current expectations and involve assumptions that may never materialize
or may prove to be incorrect. Actual results and the timing of events could
differ materially from those anticipated in such forward-looking statements as a
result of various risks and uncertainties, which include, without limitation,
that Wize will not receive the benefits Wize planned to achieve from the Cosmos
transactions; the possibility that Wize will enter into a transaction with
respect to its LO2A business that will ultimately benefit holders of the CVRs;
Wize's expectations regarding the capitalization, resources and ownership
structure of the post-closing combined company; the nature, strategy and focus
of the post-closing combined company; the executive officer and board structure
of the post-closing combined company; and the expectations regarding acceptance
of the Offer by the Cosmos shareholders. More detailed information about the
risks and uncertainties affecting Wize is contained under the heading "Risk
Factors" included in Wize's Annual Report on Form 10-K filed with the SEC
on March 1, 2021, and in other filings that Wize has made and may make with the
SEC in the future. One should not place undue reliance on these forward-looking
statements, which speak only as of the date on which they were made. Because
such statements are subject to risks and uncertainties, actual results may
differ materially from those expressed or implied by such forward-looking
statements. Wize undertakes no obligation to update such statements to reflect
events that occur or circumstances that exist after the date on which they were
made, except as may be required by law.
© Edgar Online, source Glimpses