My Size, Inc. current report, 31 January 2018

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Business Context and Reporting Period

Company: My Size, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 31, 2018
Event: Entry into a Material Definitive Agreement regarding a public offering of common stock and warrants.

Key Financial Metrics

This filing details a capital raise rather than operational financial results. Key figures include:

  • Offering Size: 3,000,000 shares of Common Stock and five-year warrants to purchase 1,500,000 shares.
  • Offering Price: $2.00 per share and related warrant.
  • Warrant Exercise Price: $2.65 per share.
  • Gross Proceeds: Approximately $6.0 million.
  • Net Proceeds: Approximately $5.4 million (after placement agent fees and estimated expenses).
  • Use of Proceeds: Repayment of debt, working capital, and general corporate purposes.

Note: The filing does not provide current revenue, profit, cash flow, margins, or total debt levels.

Material Changes and Agreements

The primary material change is the execution of a Placement Agency Agreement with Roth Capital Partners, LLC on a "best efforts" basis. The offering is expected to close on February 2, 2018, subject to customary conditions. The securities are registered under a shelf registration on Form S-3 declared effective on January 25, 2018.

Guidance, Outlook, and Restrictions

Lock-Up Agreements:

  • Company Lock-Up: The Company cannot sell securities until the earlier of March 17, 2018, or when aggregate trading volume reaches 30,000,000 shares.
  • Affiliate Lock-Up: Executive officers, directors, and major stockholders are restricted until the earlier of March 31, 2018, or the filing of the 2017 Form 10-K.

Leak-Out Agreement: Institutional investors purchasing $10,000 or more are restricted from selling more than their pro rata portion of 35% of daily trading volume until February 13, 2018, unless selling at a price greater than $3.00.

Outlook: Management intends to utilize the net proceeds to reduce debt and fund working capital.

Investor Verification Checklist

  • Verify the actual closing date of the offering (expected February 2, 2018) and final net proceeds.
  • Review the full text of the Placement Agency Agreement (Exhibit 10.1) for specific fee structures and indemnification terms.
  • Confirm the Company's current debt levels to assess the impact of the intended debt repayment.
  • Monitor the 2017 Form 10-K filing date to determine the exact expiration of the Affiliate Lock-Up Agreement.
  • Check subsequent trading volume to see if the Company Lock-Up period is triggered early.