Wize Pharma, Inc., a clinical-stage biopharmaceutical company focused on the treatment of ophthalmic disorders, and Cosmos Capital Limited, a leading digital infrastructure provider based in Sydney, Australia, today announced that they have entered into a bid implementation agreement (“BIA”), whereby Wize has agreed to make an off-market takeover offer to acquire all of the outstanding shares of Cosmos, subject to satisfaction of various closing conditions set forth in the BIA, resulting in Cosmos becoming a wholly-owned subsidiary of Wize.
“We are excited about the Wize Cosmos transaction,” stated Noam Danenberg, CEO of Wize. “The Cosmos team brings a proven track record, experienced management and logistics capabilities within the Bitcoin mining industry. Consistent with our focus on maximising value for our shareholders, this transaction provides a continuing interest in our LO2A biomed activity, through the creation of a contingent value right, while providing exposure to Cosmos’ Bitcoin mining operations.”
James Manning, CEO and founder of Cosmos, commented, “Through this transaction we are excited to be providing public markets access to our digital infrastructure business and have enjoyed working with the like-minded Wize team throughout this process. Becoming a part of a publicly traded company is central to our continued growth and will allow us to accelerate our expansion plans moving forward.”
Key Transaction Details
Under the terms of the BIA, Wize will commence an off-market takeover offer under applicable Australian laws to acquire all of the outstanding shares of Cosmos (the “Offer”) in exchange for (i) 38.78 shares of Wize common stock and (ii) 22.33 warrants (each to acquire one share of Wize common stock) (the “Milestone Warrants”) for each Cosmos share (subject to a minimum tender of at least 90% of Cosmos’ outstanding ordinary shares). Subject to certain exceptions, the Milestone Warrants will become fully exercisable into Wize common stock provided Cosmos warrant holders retain the Wize stock issued to them until December 31, 2021 (the “31 December Milestone”).
Upon completion of the transaction, and assuming all of the holders of Cosmos shares accept the Offer, Cosmos shareholders will own approximately 81.3% of the outstanding common stock of the combined company (87% if all of the Milestone Warrants become fully vested), while Wize existing shareholders will remain the owners of approximately 16.3% of the outstanding common stock of the combined company (11.1% if all of holders of the Milestone Warrants satisfy the 31 December Milestone and the Milestone Warrants become fully vested), each on a fully diluted basis and including warrants to be issued to Wize’s financial advisor to the transaction.
Following the targeted closing of the transaction in the first quarter of 2021, and based on Wize’s 60 day VWAP of US$0.143 on December 29, 2020 (and assuming that all the Milestone Warrants become fully vested), the combined company is expected to have a market capitalisation of approximately US$75.75 million.
Upon completion of the transaction, pre-closing Wize securityholders will receive one contingent value right (“CVR”) for each share of Wize held on the record date. Each CVR will entitle the holder to a pro rata share of any consideration that may be received in connection with Wize’s existing LO2A business, subject to transaction expenses and customary deductions as detailed in the CVR agreement.
Concurrently with the execution of the BIA, Wize entered into (i) a US$3.0 million Private Investment in Public Equity (“PIPE”) financing from various accredited investors, including Noam Danenberg, CEO of Wize, in exchange for 25 million shares of common stock of Wize at US$0.12 per share, which financing is expected to close simultaneously with and subject to the closing of the Cosmos transaction, and (ii) pre-bid acceptance agreements with several Cosmos shareholders holding 19.9% of the outstanding Cosmos shares who have agreed to accept the Offer.
Following completion of the transaction, it is expected that (i) the combined company will have approximately US$5 million in cash and cash equivalents, (ii) Cosmos will retain its experienced management team, with Cosmos’ CEO and founder James Manning assuming the role of CEO of the combined company, (iii) the Board of Directors of the combined company will consist of three members designated by Cosmos and one member designated by Wize, and (iv) the combined company will seek shareholder approval to be renamed Cosmos Capital, Inc. (or similar name), and to effect a reverse share split of the combined company’s common stock.
Independent Expert Report
The BIA provides that Cosmos will obtain an Independent Expert Report (“IER”) to opine on whether the transaction is fair and reasonable to the shareholders of Cosmos not associated with Wize. The IER will be provided to Cosmos shareholders with the Target Statement to be sent to Cosmos shareholders.
Unanimous Recommendation of the Cosmos Board
The Cosmos Board of Directors have carefully considered the BIA and the terms of the Offer and unanimously recommend that, in either the absence of a superior proposal or the IER concluding that the Offer is neither fair or reasonable, Cosmos shareholders ACCEPT THE OFFER once commenced and have indicated that they will ACCEPT THE OFFER in respect of all Cosmos shares they own or control.
The closing of the transactions contemplated under the BIA and the PIPE agreements is subject to the satisfaction of certain customary closing conditions, including 90% minimum acceptance of the Offer by Cosmos shareholders, and is expected in mid to late first quarter of 2021. The full conditions to the Offer (the “Conditions”) will be set out in the Bidder Statement which Wize expects to dispatch to Cosmos shareholders as soon as practicable. Details of such Conditions are set out in the bottom of this press release.
H.C. Wainwright & Co is acting as financial advisor, and Goldfarb Seligman & Co., Maddocks and Sullivan & Worcester LLP are serving as legal advisors, to Wize Pharma on this transaction. Dentons is serving as legal advisors to Cosmos Capital.
IMPORTANT NOTE: The securities to be offered and sold by Wize Pharma in the Offer and PIPE are not being registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. This press release 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 document 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.
Additional Important Information and Where to Find It
In connection with the transactions, Wize Pharma will file a Current Report on Form 8-K with the SEC which will include additional details about the transactions.
Cosmos Shareholders do not need to take any action in relation to the Offer at this stage. Wize intends to lodge a copy of its Bidder’s Statement with the Australian Securities and Investments Commission and send a copy to Cosmos and the Cosmos shareholders in late January 2021 (although that is subject to change). The Bidder’s Statement will contain detailed information relevant to the Offer, including how to accept the Offer, the full conditions to the Offer and information about Wize. In addition, Cosmos will be required to issue a Target’s Statement to Cosmos shareholders following dispatch of Wize’s Bidder’s Statement, which Target’s Statement will contain detailed information relevant to the Offer, including the reasons of the Board of Directors of Cosmos to recommend the Offer.
About Wize Pharma
Wize Pharma, Inc. is a clinical-stage biopharmaceutical company currently focused on the treatment of ophthalmic disorders, including DES. Wize has in-licensed certain rights to purchase, market, sell and distribute a formula known as LO2A, a drug developed for the treatment of DES, and other ophthalmological illnesses, including CCh and Sjögren’s syndrome (Sjögren’s).
Wize has recently reported topline results from its Phase IV clinical trial of its in-license eye drop formula, LO2A, for the symptomatic treatment of dry eye syndrome (DES) in patients with Sjögren’s syndrome, in which LOA2 met its primary endpoint of non-inferiority vs. comparator at the 3-month time point in corneal staining with a p value of 0.001.
LO2A is currently registered and marketed by its inventor in Germany and Switzerland for the treatment of DES, in Hungary for the treatment of DES, CCh and Sjögren’s and in the Netherlands for the treatment of DES and Sjögren’s.
About Cosmos Capital
Cosmos Capital is a digital infrastructure provider, with diversified operations across Cryptocurrency Mining and Digital Asset Management. Headquartered in Sydney, Australia and operating across the USA and Australia, Cosmos’ mission is to build a bridge between the rapidly emerging digital asset industry and traditional capital markets, with a strong focus on shareholder returns. Cosmos matches energy infrastructure with next-generation mobile data centre solutions, enabling the proliferation of blockchain technology. Cosmos is an unlisted Australian public company.
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