Business Context and Reporting Period
Company: My Size, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 10, 2023
Event: Entry into material definitive agreements for a registered direct offering and a concurrent private placement (PIPE) to raise capital.
Key Financial Metrics and Transaction Details
This filing details a capital raise rather than operational financial results. Key transaction metrics include:
- Aggregate Gross Proceeds: Approximately $3.0 million (before fees and expenses).
- Securities Issued (Registered Direct Offering):
- 162,000 shares of common stock at $3.055 per share.
- Pre-funded warrants to purchase up to 278,899 shares at $3.054 per warrant.
- Unregistered warrants (Series A and B) to purchase up to 883,798 shares.
- Securities Issued (PIPE Offering):
- Up to 540,098 unregistered pre-funded warrants at $3.054 per warrant.
- Unregistered warrants (Series A and B) to purchase up to 1,080,196 shares.
- Warrant Terms:
- Pre-funded warrants: Immediately exercisable at $0.001 per share.
- Series A Warrants: Exercise price $2.805; 5.5-year term.
- Series B Warrants: Exercise price $2.805; 28-month term.
- Placement Agent Fees (H.C. Wainwright & Co., LLC):
- Cash placement fee: 7% of gross proceeds.
- Management fee: 1% of gross proceeds.
- Expense allowance: $85,000.
- Clearing fees: $15,950.
- Placement Agent Warrants: 68,740 shares at $3.8188 exercise price.
Operational Financials: The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics for the company's operations.
Material Changes Versus Prior Period
The filing does not present comparative financial data or operational changes versus a prior period. The material change is the execution of the securities purchase agreements and the anticipated increase in share count and dilution upon exercise of warrants.
Guidance, Outlook, Risks, and Contingencies
- Closing Date: Expected on or about January 12, 2023, subject to customary closing conditions.
- Registration Rights: The Company must file a resale registration statement within 20 days of signing and have it declared effective within 60 to 90 days. Failure to do so triggers liquidated damages.
- Restrictions:
- No "variable rate transactions" for one year following closing.
- Standstill restrictions for 60 days following closing.
- Risks: The offering is subject to conditions and contingencies; if not satisfied, the offering may not close. Forward-looking statements regarding the closing date are not guaranteed.
Important Facts for Investor Verification
- Verify the actual closing date and final gross proceeds received, as the $3.0 million figure is an estimate pending closing conditions.
- Confirm the total number of shares outstanding post-offering to assess immediate dilution from the 162,000 new shares and pre-funded warrants.
- Monitor the effectiveness of the resale registration statement required for PIPE investors to ensure compliance with the 60-90 day timeline to avoid liquidated damages.
- Review the full text of the Purchase Agreements (Exhibits 10.1 and 10.2) for specific covenants and adjustment mechanisms for the warrants.
- Check subsequent filings for the actual cash proceeds net of the 7% placement fee, 1% management fee, and other expenses.