Item 1.01 Entry into a Material Definitive Agreement.
On November 29, 2020, Wize Pharma, Inc. (the "Company"), entered into an
Addendum (the "Addendum") with Bonus BioGroup Ltd. ("Bonus"), an Israeli company
whose ordinary shares are traded on the Tel Aviv Stock Exchange ("TASE"),
whereby the parties agreed to amend certain provisions in the Share Purchase
Agreement, dated January 9, 2020, between the parties (as amended, the "Bonus
Purchase Agreement") and the Exchange Agreement, of even date, between the
parties (the "Bonus Exchange Agreement" and, together with the Bonus Purchase
Agreement and the other ancillary agreements thereto, the "Bonus Agreements"),
subject to the closing of the transactions contemplated by the Addendum (the
"Closing").
Under the Addendum, at the Closing, Bonus will issue to the Company ordinary
shares of Bonus (the "Bonus Shares"), the total number of which consists of (i)
the Milestone Settlement Shares, which, as defined in the Addendum, means Bonus
Shares equal to the quotient obtained by dividing $500,000 expressed in NIS
(based on the exchange rate set in the Addendum) by NIS 0.50, and (ii) the HCW
Settlement Shares (together with the Milestone Settlement Shares, the
"Settlement Shares"), which, as defined in the Addendum, means Bonus Shares
equal to the quotient obtained by dividing $350,000 expressed in NIS (based on
the exchange rate set in the Addendum) by NIS 0.50.
In consideration for the Settlement Shares, the Company agreed to make certain
amendments to the Bonus Agreements, including the following key modifications:
(i) the Company will waive the requirement that Bonus will effect the Nasdaq
Listing and, in relation thereto, conduct the Milestone Closing (as defined in
the Bonus Agreements), which means that, at the Closing, $3.7 million will be
released from an existing escrow account to Bonus, whereas the 28,413,000 Bonus
Shares held in such escrow (the "Nasdaq Milestone Shares") will be released to
the Company and to the Company's former holders of Series B Preferred Stock (the
"Former Series B Holders"); (ii) the Company will waive approximately $120,000
in liquidated damages that accrued as a result of the delay in effecting the
Nasdaq Listing; and (iii) Bonus agreed to extend the period for the Company to
create, and cause its Israeli subsidiaries to create, certain first priority
liens in favor of Bonus to secure the Company's obligations under the Bonus
Exchange Agreement, including certain related negative covenants.
The Closing is subject to customary conditions, including obtaining the approval
of the TASE, and is expected within 30 days. It should be noted that, in
accordance with the Securities Purchase Agreement, dated January 9, 2020 (as
amended), by and among the Company and the Former Series B Holders, the Company
is required to transfer 80% of the Milestone Settlement Shares and 80% of the
Nasdaq Milestone Shares to such investors.
The foregoing summary is not a complete description of all of the parties'
rights and obligations under the Addendum, and is qualified in its entirety by
reference to the full text of such document, copy of which is filed as Exhibit
10.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Addendum Agreement, between Wize Pharma, Inc. and Bonus BioGroup Ltd.,
dated November 29, 2020
1
© Edgar Online, source Glimpses