Current Report Filing (8-k)
September 13 2019 - 4:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 13, 2019
MY SIZE, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-37370
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51-0394637
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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3 Arava St., pob 1026,
Airport City, Israel 7010000
(Address of principal executive offices
and Zip Code)
Registrant’s telephone number, including
area code +972-3-600-9030
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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MYSZ
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Nasdaq Capital Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 13, 2019, My Size, Inc. (the
“Company”) entered into an At The Market Offering Agreement (the “Offering Agreement”) with H.C. Wainwright
& Co., LLC, as agent (“H.C. Wainwright”), pursuant to which the Company may offer and sell, from time to time through
H.C. Wainwright shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having
an aggregate offering price of up to $5.5 million (the “Shares”).
The offer and sale of the Shares will be
made pursuant to a shelf registration statement on Form S-3 and the related prospectus (File No. 333-222535) filed
by the Company with the Securities and Exchange Commission (the “SEC”) on January 12, 2018 and declared effective by
the SEC on January 25, 2018, as supplemented by a prospectus supplement dated September 13, 2019 and filed with the SEC pursuant
to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
Pursuant to the Offering Agreement,
H.C. Wainwright may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined
in Rule 415 of the Securities Act, including sales made by means of ordinary brokers’ transactions, including
on The Nasdaq Capital Market, at market prices or as otherwise agreed with H.C. Wainwright. H.C. Wainwright will use commercially
reasonable efforts consistent with its normal trading and sales practices to sell the Shares from time to time, based upon instructions
from the Company, including any price or size limits or other customary parameters or conditions the Company may impose.
The Company is not obligated to make
any sales of the Shares under the Offering Agreement. The offering of Shares pursuant to the Offering Agreement will terminate
upon the earliest of (a) the sale of all of the Shares subject to the Offering Agreement, (b) the termination of the Offering Agreement
by H.C. Wainwright or the Company, as permitted therein, or (c) September 13, 2022.
The Company will pay H.C. Wainwright
a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares and have agreed to provide H.C. Wainwright
with customary indemnification and contribution rights. The Company will also reimburse H.C. Wainwright for certain specified expenses
in connection with entering into the Offering Agreement. The Offering Agreement contains customary representations and warranties
and conditions to the placements of the Shares pursuant thereto.
The foregoing description of the Offering
Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is
filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The opinion
of the Company’s counsel regarding the validity of the Shares that will be issued pursuant to the Offering Agreement is also
filed herewith as Exhibit 5.1.
This Current Report on Form 8-K
shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall
there be any offer, solicitation, or sale of common stock in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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
hereunto duly authorized.
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MY SIZE, INC.
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Date: September 13, 2019
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By:
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/s/ Ronen Luzon
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Name:
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Ronen Luzon
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Title:
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Chief Executive Officer
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2
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