Item 1.01 Entry into a Material Definitive Agreement.





Bid Implementation Agreement

On December 30, 2020, Wize Pharma, Inc. (the "Company" or "Wize"), entered into a Bid Implementation Agreement (the "Bid Agreement") with Cosmos Capital Limited, a digital infrastructure provider based in Sydney, Australia ("Cosmos"), whereby the parties agreed that the Company 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").

Pursuant to the BIA, at the Closing Date (as defined in the Bid Agreement), the Company will enter into a Warrant Agency Agreement (the "Warrant Agency Agreement") with the Agent (as defined in the Warrant Agency Agreement), for the issuance of the Milestone Warrants to those Cosmos Shareholders who accept the Offer. In accordance with the Warrant Agency Agreement, 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 December 31, 2021 (the "2021 Milestone").

Immediately following the Closing Date, and assuming all of the holders of Cosmos Shares accept the Offer, Cosmos shareholders are expected to own approximately 81.3% of the outstanding common stock of Wize (87% if all of the Milestone Warrants become fully vested), while Wize existing stockholders are expected to remain the owners of approximately 16.3% of the outstanding common stock of Wize (11.1% if all of holders of the Milestone Warrants satisfy the 2021 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, as described below.

The Bid Agreement contains customary representations and warranties made by each of the parties with respect to, among other things: corporate matters, such as organization and good standing; corporate power and authority to execute and perform the Bid Agreement; capitalization; financial statements; certain material contracts of each party; real property; intellectual property matters; tax matters; labor and employment matters; compliance with laws and permits; environmental matters; insurance matters; and related party transactions. These representations and warranties are subject to specified exceptions and qualifications contained in the Bid Agreement and the confidential disclosure letters that each party delivered concurrently with the execution of the Bid Agreement.

The Bid Agreement also contains customary covenants by each of the parties, including, among others, (i) covenants to conduct its business in the ordinary course during the period between the execution of the Bid Agreement and the Closing Date and not to engage in certain types of transactions during this period unless agreed to in writing by the other party, in each case subject to certain exceptions; and (ii) an undertaking to effect the distribution of Contingent Value Rights ("CVRs") to existing securityholders of Wize (as further described in the CVR Agreement, as defined and described below).

The Bid Agreement prohibits Wize, Cosmos and their respective representatives from soliciting alternative acquisition proposals and from entering into discussions or negotiations of or any agreement concerning, or providing confidential information in connection with, any alternative acquisition proposal, subject to certain exceptions which, in the case of Cosmos, include if such alternative acquisition proposal is, or would reasonably likely lead to, a "Superior Proposal" (as defined in the Bid Agreement).

The Bid Agreement provides that Cosmos will obtain an Independent Expert Report ("IER") to opine on whether the Offer is fair and reasonable to the shareholders of Cosmos not associated with Wize and that the Cosmos Board of Directors will recommend that, in either the absence of a Superior Proposal or the IER concluding that the Offer is neither fair or reasonable, Cosmos shareholders should accept the Offer once commenced. Subject to these exceptions, the Bid Agreement provides that Cosmos will not withdraw or modify in a manner adverse to Wize the aforesaid recommendation of its Board of Directors.





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Consummation of the Offer is subject to satisfaction or waiver of certain conditions that are set forth in Schedule 1 to the Bid Agreement (the "Closing Conditions") and is expected in mid to late first quarter of 2021. The Closing Conditions include, among other things, (i) acceptance of the Offer by holders of at least 90% of Cosmos' outstanding shares; (ii) lack of "prescribed occurrences" specified in Schedule 1 to the Bid Agreement, such as changes in Cosmos share capital; (iii) no action by regulatory agencies materially adversely affecting the Offer; (iv) no material acquisitions, disposals or new commitments by Cosmos; (v) maintenance of certain conduct of business requirements by Cosmos; (vi) the accuracy of the representations and warranties of Cosmos and compliance with its covenants in the Bid Agreement, subject to certain materiality qualifications; (vii) no material adverse effect of Cosmos; (viii) Cosmos' compliance with certain informational undertakings set forth in the Bid Agreement; and (ix) in specified circumstances in connection with a failure by the Cosmos Board of Directors to recommend, or reaffirm its recommendation, of the Offer or other events that entitle Wize to terminate the Bid Agreement.

The Bid Agreement also contains certain covenants to be performed at or following the Closing Date, including, among others, (i) agreement that the Board of Directors of Wize immediately following the Closing Date will consist, subject to certain exceptions, of three members to be designated by Cosmos and one member to be designated by Wize; (ii) covenants that Wize will seek, following the Closing Date, stockholder approval to be renamed Cosmos Capital, Inc. (or similar name), and to effect a reverse share split of Wize's common stock; (iii) covenants that Wize will establish an incentive compensation program with respect to 40,000,000 shares of common stock, to be granted promptly following the Closing Date, in the form of performance-based restricted stock units ("RSUs"), performance rights or indeterminate rights based on the performance milestone criteria and allocation set in the Bid Agreement, 50% of which are to be granted to personnel specified by Wize prior to the Closing Date; (iv) an obligation by Wize to terminate or procure the termination of each of the current employment or consulting agreements of Wize with Mr. Mark Sieczkarek, the Chairman of Wize Board of Directors, Mr. Noam Danenberg, the Chief Executive Officer of Wize, Mr. Or Eisenberg, the Chief Financial Officer of Wize, and another part-time employee related to Mr. Danenberg; and (v) an . . .

Item 3.02 Unregistered Sales of Equity Securities.

With respect to the shares of the Company's common stock to be issued pursuant to the Offer and the Securities Purchase Agreements 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.





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Item 8.01 Other Events.

On January 4, 2021, the Company announced that, on December 29, 2020, the Company completed the transactions contemplated by the Addendum between the Company and Bonus BioGroup Ltd., dated November 29, 2020. The Addendum was previously reported in the Company's Form 8-K filed with the SEC on November 30, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





Exhibit No.   Description

2.1             Bid Implementation Agreement, between Wize Pharma, Inc. and Cosmos
              Capital Limited, dated December 30, 2020*
10.1            Form of Warrant Agency Agreement*
10.2            Form of Contingent Value Rights Agreement*
10.3            Form of Securities Purchase Agreement, between Wize Pharma, Inc. and
              various Purchasers, dated December 30, 2020
10.4            Securities Purchase Agreement, between Wize Pharma, Inc. and Noam
              Danenberg, dated December 30, 2020
99.1            Press Release, dated January 4, 2021: Wize Pharma Receives Bonus
              BioGroup Shares from Escrow and Additional Bonus BioGroup Shares
              Totaling $1.3 Million




*   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 the
    SEC upon request.




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