Business Context and Reporting Period
Company: My Size, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 15, 2026
Event: Entry into a Material Definitive Agreement for a private placement offering.
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 $2.5 million (before fees and expenses).
- Securities Issued:
- 1,308,901 Pre-Funded Warrants (exercisable at $0.001/share).
- 1,308,901 Series C Warrants (5-year term, exercisable at $1.66/share).
- 1,308,901 Series D Warrants (18-month term, exercisable at $1.66/share).
- Offering Price: $1.91 per Pre-Funded Warrant and associated Series Warrants.
- Placement Agent Fees:
- Cash placement fee: 7% of gross proceeds.
- Management fee: 1.0% of gross proceeds.
- Non-accountable expense allowance: $35,000.
- Legal/Out-of-pocket expenses: Up to $50,000.
- Placement Agent Warrants: 91,623 shares (7% of aggregate), exercisable at $2.3875/share.
Liquidity and Debt: The filing does not provide current cash balances, debt levels, or liquidity ratios. The transaction is intended to raise capital.
Material Changes and Agreements
The primary material change is the execution of a Securities Purchase Agreement and a Registration Rights Agreement with H.C. Wainwright & Co., LLC as the exclusive placement agent.
- Registration Rights: The Company must file a resale registration statement within 15 days of signing and have it declared effective within 45 days (if not reviewed) or 75 days (if reviewed).
- Liquidated Damages: The Company is obligated to pay damages if it fails to file or maintain the effectiveness of the registration statement as required.
- Restrictions:
- No "variable rate transactions" for 12 months following the Effective Date.
- Standstill restrictions for 60 days following the Effective Date.
Guidance, Outlook, and Risks
Outlook: The Offering is expected to close on or about September 16, 2026, subject to customary closing conditions.
Risks and Contingencies:
- Closing Risk: The transaction is not guaranteed; failure to satisfy conditions may prevent the offering from closing.
- Forward-Looking Statements: The filing contains forward-looking statements regarding the closing date and future operations which are subject to risks and uncertainties.
- Registration Risk: Failure to meet registration deadlines could trigger liquidated damages.
Unusual Items: The filing does not disclose unusual operational items, focusing solely on the capital raise structure.
Investor Verification Checklist
- Verify the actual closing date of the offering (expected September 16, 2026) and confirmation of fund receipt.
- Confirm the filing and effectiveness date of the resale registration statement (S-1 or S-3) to ensure compliance with the 45/75-day requirement.
- Review the impact of the 7% placement fee and 1% management fee on net proceeds.
- Monitor the dilution impact of the 1,308,901 Pre-Funded Warrants and the potential exercise of Series C and D Warrants.
- Check for any subsequent filings regarding liquidated damages if registration deadlines are missed.