Business Context and Reporting Period
Company: My Size, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: October 26, 2021
Event: Entry into Material Definitive Agreements for a Registered Direct Offering and a concurrent Private Placement (PIPE).
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 $8.5 million (before fees and expenses).
- Offering Price: $1.352 per share and associated warrant.
- Securities Issued (Registered Direct): 2,514,800 shares of common stock and 1,886,100 unregistered warrants.
- Securities Issued (PIPE): 3,772,208 unregistered shares of common stock and warrants to purchase up to 2,829,156 shares.
- Warrant Terms: Immediately exercisable; exercise price of $1.26 per share; expiration five years from issuance.
- Placement Agent Fees: 7% cash placement fee, 1% management fee, $35,000 expense allowance, plus 440,091 placement agent warrants (exercise price $1.69).
Material Changes and Agreements
The primary material change is the execution of securities purchase agreements with institutional investors to raise capital. The filing also notes the entry into a Registration Rights Agreement requiring the Company to file a resale registration statement within 20 days of signing and have it declared effective within 60 to 90 days, subject to SEC review. Failure to meet these timelines may result in liquidated damages.
Guidance, Outlook, and Risks
- Closing Date: The offerings are expected to close on or about October 29, 2021, subject to customary closing conditions.
- Forward-Looking Statements: The Company warns that the closing is not guaranteed and depends on the satisfaction of conditions and contingencies.
- Liquidity Impact: The transaction is intended to provide liquidity to the Company, though specific uses of proceeds are not detailed in this text.
- Regulatory Risk: The PIPE shares and warrants are sold under exemptions from registration and may not be resold in the U.S. without an effective registration statement.
Investor Verification Checklist
- Verify the actual closing date of the offerings (expected October 29, 2021) and confirm receipt of the $8.5 million in proceeds.
- Review the filed Registration Statement to ensure the PIPE shares and warrants are registered for resale as required by the Registration Rights Agreement.
- Assess the dilution impact of the total shares issued (approx. 6.3 million shares) and the warrants (approx. 4.7 million shares underlying).
- Confirm the total cash outflow for placement agent fees and expenses to calculate net proceeds.
- Check subsequent filings for any updates on the effectiveness of the resale registration statement.