Business Context and Reporting Period
Company: My Size, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 15, 2020
Reporting Period: Event-based report regarding a registered direct offering and termination of an At-The-Market (ATM) program.
Key Financial Metrics and Transaction Details
This filing details a capital raise rather than periodic operating results. Key transaction metrics include:
- Registered Direct Offering: Sale of 514,801 shares of Common Stock at $3.885 per share.
- Gross Proceeds: Approximately $2.0 million.
- Warrants Issued: Warrants to purchase up to 514,801 shares at an exercise price of $3.76 per share, expiring 5.5 years from issuance.
- Placement Agent Fees (H.C. Wainwright & Co., LLC):
- Cash placement fee: 7% of aggregate purchase price.
- Management fee: 1% of aggregate purchase price.
- Non-accountable expense allowance: $65,000.
- Clearing expenses: $10,000.
- Placement agent warrants: 30,888 shares at $4.8563 per share.
- ATM Program Activity (Sept 13, 2019 – Jan 15, 2020):
- Shares sold: 87,756.
- Average price: $4.77 per share.
- Net proceeds: $418,524.
- Commission paid: 3.0% of gross proceeds.
Liquidity and Debt: The filing text does not provide a clear value for total cash on hand, total debt, or liquidity ratios outside of the specific proceeds from these transactions.
Material Changes and Events
- Capital Raise: Entry into a Material Definitive Agreement to raise approximately $2.0 million via a registered direct offering.
- ATM Termination: The Company terminated its ATM Prospectus Supplement (which allowed sales up to $5.5 million) on January 15, 2020, though the underlying Sales Agreement remains in effect.
- Share Issuance: Issuance of new shares and warrants to institutional investors and the placement agent.
Guidance, Outlook, and Risks
- Closing Conditions: The offering is expected to close on or about January 17, 2020, subject to customary closing conditions. Failure to satisfy these conditions may prevent the offering from closing.
- Forward-Looking Statements: The filing includes standard warnings that forward-looking statements are not guaranteed and are subject to risks beyond the Company's control.
- Unregistered Securities: Warrants and placement agent warrants are sold pursuant to exemptions from registration (Section 4(a)(2) and Rule 506) and cannot be resold in the U.S. without registration or an applicable exemption.
Investor Verification Checklist
- Verify the actual closing date of the registered direct offering (expected Jan 17, 2020).
- Confirm the final net proceeds after deducting all fees and expenses.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific covenants and redemption rights.
- Monitor the Company's cash position post-closing to assess runway given the termination of the ATM program.
- Check for any subsequent filings regarding the exercise of the newly issued warrants.