Wize Pharma Executes Strategic Transaction With Bonus BioGroup

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.”

Transaction Details

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.-Bio Space