Business Context and Reporting Period
Company: My Size, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 20, 2017
Event: Entry into a Material Definitive Agreement regarding a public offering of common stock and warrants.
Key Financial Metrics
This filing reports on a capital raise event rather than operational financial performance. Specific metrics include:
- Gross Proceeds: Expected $2.5 million (before deducting placement agent fees and offering expenses).
- Shares Offered: 3,832,500 shares of common stock.
- Offering Price: $0.65 per share.
- Warrants Issued: Five-year warrants to purchase 2,874,375 shares.
- Warrant Exercise Price: $0.851 per share.
Note: The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity positions.
Material Changes
The primary material change is the execution of a Placement Agency Agreement with Roth Capital Partners, LLC, acting as the sole placement agent on a "best efforts" basis. The offering is expected to close on December 22, 2017, subject to customary closing conditions, including the entry into a voting agreement by certain stockholders.
Guidance, Outlook, and Restrictions
Lock-Up Agreements:
- Company Lock-Up: The Company is restricted from selling securities until the earlier of January 10, 2018, or when aggregate trading volume on the NASDAQ Capital Market reaches 25,000,000 shares following the announcement.
- Affiliate Lock-Up: Executive officers, directors, and stockholders holding over 5% are restricted from selling securities for 90 days following December 20, 2017.
Leak-Out Agreement: Institutional investors are limited to selling no more than their pro rata portion of 30% of the daily trading volume until December 27, 2017. This restriction does not apply to "long" sales at a price greater than $1.00.
Management Commentary: The filing explicitly states that the Placement Agency Agreement is not intended as a document for investors to obtain factual information about the current state of affairs; investors should refer to other SEC filings for such data.
Investor Verification Checklist
- Verify the actual closing date of the offering (expected December 22, 2017) and the final net proceeds after fees.
- Review the full text of the Placement Agency Agreement (Exhibit 1.1) and Leak-Out Agreement (Exhibit 10.1) for specific indemnification and termination clauses.
- Confirm the status of the voting agreement required as a condition to closing.
- Monitor the Company's aggregate trading volume to determine the release date of the Company Lock-Up Agreement.
- Check subsequent filings for updated financial statements reflecting the capital raise.