Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Bid Implementation Agreement
On
Under the original Bid Agreement, the parties agreed, among other things, that
the Company (i) would 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 (i) 38.78 shares of Wize's common stock
and (ii) 22.33 warrants (each to acquire one share of Wize's common stock) (the
"Milestone Warrants") for each Cosmos Share (the "Offer Consideration") and (ii)
that the Company will enter into a Warrant Agency Agreement for the issuance of
the Milestone Warrants whereby, subject to certain exceptions, the Milestone
Warrants will become fully exercisable into shares of Wize's common stock
provided that the holder of the Milestone Warrants retains the shares of Wize's
common stock issued to such holder as part of the Offer Consideration
until
Under the Amendment, the Offer Consideration was amended such that holders of
As part of the Amendment, the parties also agreed to make several technical amendments to the previously announced Contingent Value Rights Agreement (the "CVR Agreement").
The Company does not believe that the Amendment will cause any delay for consummation of the transaction contemplated by the Bid Agreement, and, subject to satisfaction or waiver of the conditions that are set forth in Schedule 1 to the Bid Agreement (which have not changed), closing is still expected in mid to late first quarter of 2021.
The securities to be issued by Wize in the Offer 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. 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.
The foregoing summary is not a complete description of all of the parties' rights and obligations under the Amendment, the Bid Agreement, the Stock Restriction Agreement or the CVR Agreement, and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 2.1, 10.1 and 10.2 hereto and are incorporated herein by reference.
IMPORTANT NOTE
The representations, warranties and covenants contained in the Bid Agreement (as amended) were made only for the purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to Bid Agreement and may be intended not as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate. In addition, such representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text of Bid Agreement (as amended) and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, Wize. Wize's stockholders and other investors are not third-party beneficiaries under the Bid Agreement (as amended) and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of Wize, Cosmos or any of their respective subsidiaries or affiliates.
1 NO OFFERING
The securities to be offered and sold by Wize in the Offer are not being
registered under the Securities Act or state securities laws and may not be
offered or sold in
The Offer described in this Current Report on Form 8-K is for the securities of
a non-
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,
the possibility that Wize will not consummate the transactions with Cosmos and
the PIPE investors or, if Wize does consummate such transactions, that it will
not receive the benefits Wize planned to achieve from such 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
Item 3.02 Unregistered Sales of
With respect to the shares of the Company's common stock to be issued pursuant to the Offer and the exemption from registration under the Securities Act for the issuance of such shares, the disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 2.1 Deed of Amendment, datedJanuary 18, 2021 , of the Bid Implementation Agreement betweenWize Pharma, Inc. andCosmos Capital Limited , datedDecember 30, 2020 10.1 Form of Stock Restriction Agreement* 10.2 Form of Contingent Value Rights Agreement* * Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules and exhibits to theSEC upon request. 2
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