Item 8.01. Other Events.
On February 1, 2021, Wize Pharma, Inc. (the "Company" or "Wize") lodged a
Bidder's Statement with the Australian Securities and Investments Commission to
commence its previously announced off-market takeover offer under applicable
Australian laws (the "Offer") to acquire all of the outstanding shares (the
"Cosmos Shares") of Cosmos Capital Limited, a digital infrastructure provider
based in Sydney, Australia ("Cosmos"). As contemplated by the previously
announced Bid Implementation Agreement between Wize and Cosmos, dated December
30, 2020 (as amended, the "Bid Agreement"), the Company is offering, in the
Offer, 61.11 shares of Wize's common stock, of which 22.33 shares of Wize's
common stock will be subject to a Stock Restriction Agreement to be entered into
at the Closing Date (as such terms are defined in the Bid Agreement). The
opening date of the Offer is February 4, 2021 and, unless extended by the
Company, the closing date of the Offer is March 11, 2021.
The foregoing summary of the Offer does not purport to be complete and is
qualified in its entirety by reference to the full text of the Bidder's
Statement, a copy of which is filed as Exhibit 99.1 to this Current Report on
Form 8-K by reference.
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 United States absent registration with the SEC or an
applicable exemption from such registration requirements. This report shall not
constitute an offer to sell or a solicitation of an offer to buy these
securities, nor shall there be any sale of these securities in any state or
other jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such
state or other jurisdiction.
The Offer described in this Current Report on Form 8-K is for the securities of
a non-U.S. company. The Offer is subject to disclosure requirements of a country
that are different from those of the United States.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Wize cautions that statements in this report (including in the Bidder's
Statement) 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. For example, the
pro forma financial statements contained in the Bidder's Statement are prepared
for purposes of Australian law only, and do not purport to be final nor are they
intended to be a substitute to financial statements Wize may be required to file
pursuant to the requirements of the U.S. securities laws. 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 SEC
on March 30, 2020, and in other filings that Wize has made and may make with the
SEC in the future. Wize and/or Cosmos may not actually consummate the proposed
transaction, or any plans or product development goals in a timely manner, if at
all, or otherwise carry out the intentions or meet the expectations or
projections disclosed in Wize's forward-looking statements, and 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.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Bidder's Statement, dated February 1, 2021
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