UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of 1934
For the month of August 2023
Commission File Number: 001-36158
Wix.com Ltd.
(Translation of registrant’s name into English)
5 Yunitsman St.,
Tel Aviv, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
EXPLANATORY NOTE
Wix.com Ltd. (NASDAQ: WIX) (“Wix,” the “Company,” “we” or “our”) announced that, as presented during its Analyst & Investor Day on August 9-10, 2023,
its Board of Directors (the “Board”) authorized a program to repurchase the Company’s securities, through December 31, 2025, in an amount up to 50% of the Company’s projected $1 billion of free cash flow, excluding costs associated with its new
headquarters office build out, over that same time period. Accordingly, the Company intends to file one or more motions seeking court approval in Israel to repurchase up to $500 million of its securities for all or parts of its repurchase program,
which remains subject to court approval.
Under the Board authorized repurchase program, Company securities may be repurchased from time to time using a variety of methods, which may include open
market purchases, privately negotiated transactions or otherwise, all in accordance with U.S. securities laws and regulations, including Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company may
also, from time to time, enter into plans that are compliant with Rule 10b5-1 of the Exchange Act to facilitate repurchases of its securities under this authorization. The repurchase program does not obligate the Company to acquire any particular
amount of securities, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. The actual timing, number and value of securities repurchased depend on a number of factors, including the market price of the
Company’s ordinary shares, general market and economic conditions, court approval, the Company’s financial results and liquidity, and other corporate considerations.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements, within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995
that involve risks and uncertainties. Such forward-looking statements may include projections regarding our future performance, including, but not limited to revenue, bookings and free cash flow, and may be identified by words like “anticipate,”
“assume,” “believe,” “aim,” “forecast,” “indication,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “outlook,” “future,” “will,” “seek” and similar terms or phrases. The forward-looking
statements contained in this report, including the quarterly and annual guidance, are based on management’s current expectations, which are subject to uncertainty, risks and changes in circumstances that are difficult to predict and many of which are
outside of our control. Important factors that could cause our actual results to differ materially from those indicated in the forward-looking statements include, among others, our expectation that we will be able to attract and retain registered
users and generate new premium subscriptions, in particular as we continuously adjust our marketing strategy and as the macro-economic environment continues to be turbulent; our expectation that we will be able to increase the average revenue we
derive per premium subscription, including through our partners; our expectations related to our ability to develop relevant and required products using Artificial Intelligence (“AI”), the regulatory environment impacting AI related activities
including privacy and intellectual property aspects, and potential competition from third-party AI tools which may impact our business; our expectation that new products and developments, as well as third-party products we will offer in the future
within our platform, will receive customer acceptance and satisfaction, including the growth in market adoption of our online commerce solutions; our assumption that historical user behavior can be extrapolated to predict future user behavior, in
particular during the current turbulent macro-economic environment; our expectation regarding the successful impact of our previously announced Cost-Efficiency Plan and other cost saving measures we may take in the future; expectations regarding our
ability to reach our profitability targets; our prediction of the future revenues and/or bookings generated by our user cohorts and our ability to maintain and increase such revenue and growth, as well as our ability to generate and maintain elevated
levels of free cash flow and profitability; our expectation to maintain and enhance our brand and reputation; our expectation that we will effectively execute our initiatives to improve our user support function through our Customer Care team, and
that our recent downsizing of our Customer Care team will not affect our ability to continue attracting registered users and increase user retention, user engagement and sales; our plans to successfully localize our products, including by making our
product, support and communication channels available in additional languages and to expand our payment infrastructure to transact in additional local currencies and accept additional payment methods; our expectation regarding the impact of
fluctuations in foreign currency exchange rates, interest rates, potential illiquidity of banking systems, and other recessionary trends on our business; our expectations relating to the repurchase of our securities pursuant to our repurchase program
which remains subject to court approval and depends on a number of factors, including the market price of the Company’s ordinary shares, general market and economic conditions, regulatory requirements, court approval, the Company’s financial results
and liquidity, and other corporate considerations; our expectations that we will file motions with, and obtain the approval of, the court to effect all or a portion of our repurchase program through December 31, 2025; our expectation that we will
effectively manage our infrastructure; changes we expect may occur to technologies used in our solutions, including through newly emerging AI technologies; our expectations regarding the outcome of any regulatory investigation or litigation,
including class actions; our expectations regarding future changes in our cost of revenues and our operating expenses on an absolute basis and as a percentage of our revenues, as well as our ability to achieve or maintain profitability, including the
profitability targets set forth herein; our expectations regarding changes in the global, national, regional or local economic, business, competitive, market, and regulatory landscape, including as a result of COVID-19 and as a result of the military
invasion of Ukraine by Russia; our planned level of capital expenditures and our belief that our existing cash and cash from operations will be sufficient to fund our operations for at least the next 12 months and for the foreseeable future; our
expectations with respect to the integration and performance of acquisitions; our ability to attract and retain qualified employees and key personnel; and our expectations about entering into new markets and attracting new customer demographics,
including our ability to successfully attract new partners large enterprise-level users and to grow our activities with these customer types as anticipated and other factors discussed under the heading “Risk Factors” in the Company’s annual report on
Form 20-F for the year ended December 31, 2022 filed with the Securities and Exchange Commission on March 30, 2023. The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. Any forward-looking statement
made by us in this press release speaks only as of the date hereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to
publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
|
WIX.COM LTD.
By: /s/ Naama Kaenan
Name: Naama Kaenan
Title: General Counsel
|