Business Context and Reporting Period
My Size, Inc. (MYSZ), a Delaware corporation headquartered in Israel, filed this Form 8-K on January 5, 2021. The filing reports the entry into a material underwriting agreement for a public offering of common stock.
Key Financial Metrics and Transaction Details
- Shares Offered: 1,364,503 shares of common stock.
- Offering Price: $1.28 per share.
- Over-Allotment Option: Underwriters were granted a 45-day option for up to 204,676 additional shares, which was exercised in full.
- Net Proceeds: Approximately $1.7 million (including the over-allotment), after deducting underwriting discounts, commissions, and estimated offering expenses.
- Underwriting Fees: 7.0% of gross proceeds ($0.0896 per share).
- Expense Reimbursement: Up to $50,000 for road show, diligence, and legal fees.
Material Changes and Agreements
The primary material change is the execution of the Underwriting Agreement with Aegis Capital Corp. as the sole book-running manager. The offering is expected to close on or about January 8, 2021, subject to customary closing conditions. The securities are being issued pursuant to an effective shelf registration statement (Form S-3) filed in December 2020.
Lock-Up Provisions and Forward-Looking Statements
- Company Lock-Up: The Company agreed not to sell or transfer common stock or convertible securities for 30 days following January 5, 2021, without Aegis's written consent.
- Insider Lock-Up: Directors and executive officers agreed not to sell or transfer securities for 60 days following the offering.
- Risks: The filing includes standard forward-looking statement warnings. The closing of the offering is subject to conditions and contingencies; if not satisfied, the offering may not close.
Investor Verification Checklist
- Verify the actual closing date of the offering (expected January 8, 2021) and confirm the final net proceeds received.
- Review the final prospectus supplement (dated January 5, 2021) for updated risk factors and use of proceeds.
- Monitor the Company's cash position post-closing to assess liquidity improvements relative to the $1.7 million target.
- Check for any subsequent filings regarding the exercise of the over-allotment option if not fully confirmed in the initial press release.