Item 7.01 Regulation FD Disclosure.
As previously reported, on
Cosmos informed the Company that, on
The Cosmos Convertible Notes also provide that, subject to, among other things,
the consummation of the Offer before
Cosmos plans to use the proceeds of the Cosmos Convertible Notes for the purchase of additional application-specific integrated circuit (ASIC) mining hardware, modular data centers, associated infrastructure and capital raising costs.
Attached as Exhibit 99.1 to this Current Report on Form 8-K is the form of the
Wize Convertible Note. The information in this Item 7.01 of this Current Report
on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2)
of the Securities Act of 1933, as amended. The information contained in this
Item 7.01 and in the form of Cosmos Convertible Note attached as Exhibit 99.1 to
this Current Report shall not be incorporated by reference into any filing with
the
1
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 9.01 Financial Statements and Exhibits.
(d) Exhibits 99.1 Form of Wize Convertible Note 2
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