HOD HASHARON, Israel, Jan. 16, 2020 /PRNewswire/ -- Wize Pharma, Inc. (OTCQB: WIZP), a clinical-stage biopharmaceutical company focused on the treatment of ophthalmic disorders, today announced that it has entered into a strategic transaction with Bonus BioGroup Ltd. (TASE: BONS.TA), a biotechnology company applying proprietary, innovative technology to supply tissue-engineered viable bone grafts, whereby Bonus BioGroup will issue $16.4 million worth of its ordinary shares to Wize, in exchange for both 37% of Wize's future LO2A-based revenue (if any) and a $7.4 million investment by Wize into Bonus BioGroup. The closing of the transaction is subject to the satisfaction of certain customary closing conditions, including the receipt of approval for the issuance of Bonus BioGroup shares from the Tel Aviv Stock Exchange (TASE).
"We are excited about the potential strategic alliance between Wize Pharma and Bonus BioGroup. The transaction, if closed, will improve our balance sheet without dilutive effect to our common stock holders, while we continue to seek to advance our ongoing clinical program for LO2A, currently in a Phase IV study for the treatment of dry eye syndrome in patients with Sjogren's," stated Noam Danenberg, CEO of Wize. "We believe that Bonus BioGroup's breakthrough live autologous bone graft technology has the potential to serve an unmet critical medical need, and Wize is pleased to potentially become a stakeholder in its potential success."
Dr. Shai Meretzki, CEO of Bonus BioGroup, commented, "Bonus BioGroup's BonoFill™ solution, a revolutionary technology for personalized treatment of bone defects using live bone grafts created from the patient's own cells, may help millions of people suffering from bone defects, each year. We've seen outstanding clinical results in our ongoing Phase I/II studies with patients achieving successful implantation and are very excited to potentially have Wize Pharma as a partner and investor."
According to the transaction agreements between Wize and Bonus BioGroup, at the closing:
- Wize will grant Bonus BioGroup the right to receive 37% of all future revenue (subject to certain deductions), if any, derived from sales of LO2A-based products and services.
- Wize will invest $7.4 million in Bonus BioGroup, of which $3.7 million will be held in escrow until the timely satisfaction of certain conditions, primarily that Bonus BioGroup lists its ordinary shares or American Depositary Shares ("ADSs") on Nasdaq (the "Milestone Closing").
- Bonus BioGroup will issue to Wize new ordinary shares valued at $16.4 million, based on a per share purchase price of NIS 0.50, of which $3.7 million worth of Bonus BioGroup shares will be held in escrow until the Milestone Closing.
- Upon completion of the transaction, the total number of Bonus BioGroup shares issuable to Wize (including those to be held in escrow until the Milestone Closing) will be approximately 113 million, representing approximately 12% of the total outstanding shares of Bonus BioGroup on a post-issuance basis.
In addition, Wize executed agreements with certain investors with respect to a financing transaction for the purchase of $7.5 million in to be-designated Series B Non-Voting Redeemable Preferred Stock ("Series B Preferred") of Wize, the key terms of which include the following: (i) the Series B Preferred holders will be entitled to 80% of the economic benefit of the Bonus BioGroup shares issuable to Wize; (ii) Wize must redeem the Series B Preferred at the earlier of 60 days following the date of the Milestone Closing or December 28, 2020; and (iii) the Series B Preferred will have no voting rights nor be convertible into common stock of Wize. The closing of the Series B Preferred financing transaction is intended to occur simultaneously with the proposed closing of the Bonus BioGroup strategic transaction.
The closing of the transactions contemplated under the agreements with Bonus BioGroup and the investors in the Series B Preferred shares is subject to the satisfaction of certain customary closing conditions, including the receipt of approval for the issuance of Bonus BioGroup shares from the TASE, and is expected within the next couple of weeks.
H.C. Wainwright & Co. is acting as financial advisor to Wize Pharma for this transaction.
IMPORTANT NOTE: The securities to be offered and sold by Wize Pharma in the private placement 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.
Additional Important Information and Where to Find It
In connection with the aforementioned transactions, Wize Pharma has filed a Current Report on Form 8-K with the SEC on January 15, 2020, which includes additional details and material information about the transactions.
About Wize Pharma
Wize Pharma, Inc. is a clinical-stage biopharmaceutical company currently focused on the treatment of ophthalmic disorders, including dry eye syndrome (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).
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. Wize's strategy involves engaging local or multinational distributors to handle the distribution of LO2A. Wize has finished a Phase II trial of LO2A for patients with CCH ups), demonstrated a statistical significance result enrolled, using a mixed model with repeated measures (MMRM), and is currently conducting a Phase IV study for LO2A for DES in patients with Sjögren's, expected to publish results in Q1/2020.
About Bonus BioGroup
Bonus BioGroup is an innovative biotech company that specializes in personalized live bone grafts for the repair of complex and severe bone deficiencies for which there are currently no adequate treatment options.
Substantial bone loss often results from aging, high-energy trauma, tumour resection, revision surgery, developmental deformities and infection, all of which significantly affect patient's quality of life and require bone grafting procedures for bone repair.
Millions of bone grafting procedures are performed annually, which are associated with many complications, long hospitalizations and substantial treatment costs, while their outcomes are often insufficient and unsatisfactory.
Bonus BioGroup holds the rights for the exclusive use of its breakthrough technology, covered by approved patents and patent applications giving it the freedom to operate worldwide.
Bonus BioGroup has developed a novel injectable live bone graft product, manufactured from the patient's own cells, in a relatively simple, short but tightly controlled procedure. The developed product is an injectable, autologous, viable bone graft, which upon injection into the bone defect, will grow, connect and mature to become healthy new autologous bone, while reducing the risk of rejection.
Ongoing Phase I/II clinical trials have demonstrated the safety and efficacy of Bonus BioGroup's bone graft products in the treatment of oral and maxillofacial as well as orthopaedic bone defects, and reflects its potential in the treatment of a variety of complex bone deficiencies.
Forward Looking Statements
Wize cautions you that statements in this press release 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. For example, when Wize discusses the potential timing and closing of the transactions, the expected benefits of the transactions, the belief that Bonus BioGroup's breakthrough live autologous bone graft technology has the potential to serve an unmet critical medical need, the potential for future revenues from LO2A-based products and services and the progress of Wize's clinical trials, it is using forward-looking statements. 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 we will not consummate the transactions with Bonus BioGroup and the investors or, if Wize does consummate such transactions, that it will not receive the benefits we planned to achieve from such transactions; its need for additional financing; our dependence on a single compound, LO2A and on the continuation of our license to commercialize LO2A; its inability to expand its rights under our license of LO2A; the initiation, timing, progress and results of its trials and product candidate development efforts; its ability to advance LO2A into clinical trials or to successfully complete its preclinical studies or clinical trials; its receipt of regulatory approvals for LO2A, and the timing of other regulatory filings and approvals; the clinical development, commercialization and market acceptance of LO2A; its ability to establish and maintain corporate collaborations; the implementation of its business model and strategic plans for its business and product candidates; the scope of protection it is able to establish and maintain for intellectual property rights covering LO2A and its ability to operate its business without infringing the intellectual property rights of others; estimates of its expenses, future revenues, and capital requirements; competitive companies, technologies and its industry; and statements as to the impact of the political and security situation in Israel on its business. 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 April 1, 2019, and in other filings that Wize has made and may make with the SEC in the future. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they were made. Wize does not undertake any 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.
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