Business Context and Reporting Period
Company: My Size, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 7, 2016
Reporting Period: Specific event date of September 7, 2016.
Key Financial Metrics
This filing reports a specific capital transaction rather than periodic financial performance. Consequently, revenue, profit, cash flow, margins, and liquidity metrics are not provided in this document.
- Debt Reduction: $1,970,500 of convertible loans were converted into equity and options.
- Equity Issuance: 562,998 shares of common stock issued.
- Options Issued: Two-year options to purchase 562,998 shares.
- Exercise Price: NIS 18 per share (approximately $4.79).
Material Changes
The primary material change is the reduction of debt and increase in share count resulting from the conversion of convertible loans on September 7, 2016. The transaction consisted of two components:
- Diamante Minerals Conversion: $1,410,500 of debt converted into 403,000 shares and 403,000 options. This conversion was in consideration for 3,616,667 shares of Diamante Minerals Inc. received by the Company. The Company returned 4,400,000,000 shares of Inrob Tech Ltd. (valued at $440,000) to the lender, ensuring the equity issuance was solely for the Diamante Shares.
- Private Investor Conversion: $560,000 of debt converted into 159,998 shares and 159,998 options.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard disclosure of the transaction. The Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933 for these unregistered sales of equity securities.
Investor Verification Checklist
- Verify the total number of outstanding shares post-issuance (562,998 new shares added).
- Confirm the remaining balance of convertible loans after the $1,970,500 conversion.
- Review the 10-Q for the period ended June 30, 2016, specifically Note 6H and Note 6I, for details on the original loan agreements and the valuation of the Diamante Minerals and Inrob Tech shares.
- Assess the dilution impact of the 562,998 new shares and the associated options on existing shareholders.