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General | 12 Months Ended
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Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
GENERAL |
NOTE 1:- | GENERAL
| a. | Wize Pharma, Inc. (the "Company" or "Wize") was incorporated in the State of Delaware.
Wize, through its wholly-owned Delaware subsidiary, Wize NC Inc. ("Wize NC"), and the wholly-owned subsidiary of Wize NC, OcuWize Ltd. ("OcuWize"), is a clinical-stage biopharmaceutical company currently focused on the treatment of ophthalmic disorders, including dry eye syndrome ("DES"). Commencing August 30, 2016, Wize Pharma Ltd., a wholly owned subsidiary of the Company ("Wize Israel") manages most of its activity through OcuWize Ltd. ("OcuWize"), a wholly owned Israeli subsidiary of Wize Israel, which manages and develops most of the Company's activity under an existing license agreement. In May 2015, Wize Israel entered into an Exclusive Distribution and Licensing Agreement (as amended, the "License Agreement"), with Resdevco Research and Development Company Ltd. ("Resdevco"). Pursuant to the License Agreement, Resdevco granted to Wize Israel (and thereafter, to OcuWize) an exclusive license to develop in the United States, under the LO2A licensed technology, products in the field of ophthalmic disorders, to mutually agree upon a manufacturer and to purchase, market, sell and distribute LO2A in finished product form in the licensed territories in the field of ophthalmic disorders, see also note 5. For discussion regarding the issuance of the Series B Preferred Stock (as described in Note 10 below) as a partial financing, concurrently with the recognition of an obligation with respect to 37% of future revenues of LO2A-based products ("LO2A Proceeds") (if any) and the purchase of shares of Bonus BioGroup Ltd. ("Bonus"), classified as marketable equity securities that was completed in February 2020, see also Note 10. On December 30, 2020, the Company entered into a Bid Implementation Agreement (as amended, the "Bid Agreement") with Cosmos Capital Limited, a digital infrastructure provider based in Sydney, Australia ("Cosmos"). Pursuant to the Bid Agreement, the Company commenced an off-market takeover offer under applicable Australian laws (the "Offer"), whereby it offers 61.11 shares of common stock in exchange for each one outstanding share of Cosmos. Immediately following the Closing Date, and assuming all of the holders of Cosmos Shares accept the Offer, Cosmos shareholders are expected to own approximately 87.65% of the outstanding common stock of Wize, while Wize existing stockholders are expected to remain the owners of approximately 10.75% of the outstanding common stock of Wize, each on a fully diluted basis and including warrants to be issued to Wize's financial advisor to the transaction. Pursuant to the Bid Agreement, prior to the Closing Date, Wize will enter into a Contingent Value Rights Agreement (the "CVR Agreement") with certain of Wize's subsidiaries (the "Wize Subsidiaries"), a person designated by Wize prior to the Closing Date as the Holders' Representative (as defined herein), and the Rights Agent (as defined therein). Pursuant to the CVR Agreement, at the Closing Date, each Wize pre-Closing securityholder will receive one non-transferable CVR for each outstanding share of common stock of Wize and for each share of common stock of Wize underlying other convertible securities and warrants, held as of 4:01 p.m. Eastern Time on the day immediately before the Effective Time (as defined in the CVR Agreement). See also note 10c.
| b. | Going concern uncertainty and management plans:
The Company has not yet generated any material revenues from its current operations, and therefore is dependent upon external sources for financing its operations. As of December 31, 2020, the Company has an accumulated deficit of $39,218 and a total stockholders' deficit of $4,148. In addition, in each of the years ended December 31, 2020 and 2019, the Company reported losses and negative cash flows from operating activities. Management considered the significance of such conditions in relation to the Company's ability to meet its current and future obligations and determined that such conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Until such time as the Company generates sufficient revenue to fund its operations (if ever), the Company plans to finance its operations through the sale of Bonus Shares (as hereinafter defined), and, to the extent available, short-term and long-term loans as well as equity financings. There can be no assurance that the Company will succeed in obtaining the necessary financing to continue its operations as a going concern. Regarding the issuance, and subsequent redemption, of the Series B Preferred Stock concurrently with the transaction with Bonus in February 2020, see also Note 10. Regarding the transaction with Cosmos on December 30, 2020, see note 10.
| c. | Risk factors:
As of December 31, 2020, the Company had an accumulated deficit of $39,218 and a total stockholders' deficit of $4,148. The Company has historically incurred net losses and is not able to determine whether or when it will become profitable, if ever. To date, the Company has not commercialized any products or generated any material revenues from product sales and accordingly it does not have a revenue stream to support its cost structure. The Company's losses (other than financing related income and expenses) have resulted principally from costs incurred in development and discovery activities and general and administrative expenses. The Company expects to continue to incur losses for the foreseeable future, and these losses will likely increase as it:
| ● | initiates and manages further development and clinical trials for LO2A;
| ● | seeks regulatory approvals for LO2A;
| ● | implements internal systems and infrastructures;
| ● | seeks to license additional technologies to develop;
| ● | pays royalties related to the License Agreement and in connection with the obligation with respect to future revenues;
| ● | hires management and other personnel;
| ● | moves towards commercialization; and
| ● | Risks related to the effects of global outbreaks of pandemics or contagious diseases or fear of such outbreaks, such as the recent coronavirus (COVID-19) pandemic, including on our clinical trials, the demand for our products, our ability to operate and on overall economic conditions.
No certainty exists that the Company will be able to complete the development of LO2A for Conjunctivochalasis ("CCH"), Sjögren's syndrome ("Sjögren's") or any other ophthalmic disorder, due to financial, technological or other difficulties. If LO2A fails in clinical trials or does not gain regulatory clearance or approval, or if LO2A does not achieve market acceptance, the Company may never become profitable. In addition, while the Company explores license and other strategic transactions in an attempt to monetize the LO2A, there is no assurance that the Company will be successful in doing so and, even if is able to do so, what the timing or terms thereof may be of such licenses or strategic transactions. The Company's inability to achieve and then maintain profitability would negatively affect its business, financial condition, results of operations and cash flows. Moreover, the Company's prospects must be considered in light of the risks and uncertainties encountered by an early-stage company and in a highly regulated and competitive market, such as the biopharmaceutical market, where regulatory approval and market acceptance of its products are uncertain, and the other risks set forth in the Company's filings with the U.S. Securities and Exchange Commission ("SEC"), including risks and uncertainties relating to the outbreak of the COVID-19 pandemic. There can be no assurance that the Company's efforts will ultimately be successful or result in revenues or profits. In light of the pending transaction with Bonus (see note 10), there are also risks relating to, among other things, the timing and anticipated completion of such transaction and whether the expected benefits of and potential value created by the transaction will materialize.

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