Business Context and Reporting Period
This Form 8-K Current Report was filed by My Size, Inc. on March 22, 2021. The Company, incorporated in Delaware and headquartered in Israel, operates on the Nasdaq Capital Market and the Tel Aviv Stock Exchange under the trading symbol MYSZ. The report details the entry into a material underwriting agreement for a public equity offering.
Key Financial Metrics and Transaction Details
- Offering Size: 2,618,532 shares of common stock at a public offering price of $1.26 per share.
- Over-Allotment Option: Underwriters granted a 45-day option to purchase up to an additional 392,780 shares at $1.26 per share.
- Expected Net Proceeds: Approximately $2.90 million (excluding the over-allotment option) after deducting underwriting discounts, commissions, and estimated offering expenses.
- Underwriting Costs: Discounts and commissions are set at 7.0% of gross proceeds ($0.0882 per share).
- Expense Reimbursement: The Company agreed to reimburse the underwriter up to $50,000 for road show, diligence, and legal fees.
- Liquidity and Debt: The filing text does not provide specific values for current cash balances, total debt, or liquidity ratios outside of the expected proceeds from this transaction.
Material Changes Versus Prior Period
This filing represents a discrete capital raising event rather than a periodic financial performance report. Consequently, there are no comparative revenue, profit, or margin figures provided in this document to analyze changes versus prior periods. The primary material change is the anticipated increase in cash assets upon the closing of the offering.
Guidance, Outlook, and Risks
- Closing Date: The offering is expected to close on or about March 25, 2021, subject to customary closing conditions.
- Lock-Up Provisions: The Company is restricted from selling or transferring common stock for 30 days following March 22, 2021. Executive officers and directors are subject to a 60-day lock-up period.
- Risks and Contingencies: The closing is not guaranteed and is subject to various conditions and contingencies customary in underwriting agreements. If conditions are not satisfied, the offering may not close.
- Forward-Looking Statements: The Company explicitly states that forward-looking statements regarding the closing date and proceeds are not guaranteed and should not be relied upon unduly.
Investor Verification Checklist
- Verify the actual closing of the offering and the final amount of net proceeds received.
- Confirm whether the underwriters exercised the 45-day over-allotment option for an additional 392,780 shares.
- Review the final prospectus supplement (dated March 22, 2021) for any updated use of proceeds or risk factors.
- Monitor compliance with the 30-day (Company) and 60-day (officers/directors) lock-up agreements.