Business Context and Reporting Period
My Size, Inc., a Delaware corporation, filed this Form 8-K Current Report on October 26, 2017. The filing reports the entry into a Material Definitive Agreement regarding a private placement transaction.
Key Financial Metrics
This filing does not report historical revenue, profit, cash flow, margins, or existing debt levels. The primary financial data relates to the proposed capital raise:
- Gross Proceeds: Approximately $1.2 million (before expenses).
- Principal Amount of Notes: $1.33 million (Original Issue Discount).
- Warrants Issued: 888,888 units.
- Warrant Exercise Price: $0.75 per share.
Material Changes
The material change reported is the execution of a Securities Purchase Agreement (SPA) on October 26, 2017, to sell non-convertible notes and warrants to accredited investors. This represents a new financing event rather than a change in operational performance metrics.
Outlook, Management Commentary, and Risks
- Use of Proceeds: The Company plans to use the funds for general corporate purposes.
- Instrument Terms: The Notes are due on the earlier of the four-month anniversary of issuance or the completion of another equity offering. The Warrants have a five-year term.
- Conditions: The closing of the Offering is subject to the satisfaction of customary closing conditions.
- Emerging Growth Company: The registrant is identified as an emerging growth company.
Investor Verification Checklist
- Verify the final closing of the Offering and actual net proceeds received after deducting placement agent and offering expenses.
- Review the full terms of the Securities Purchase Agreement, Note, and Warrant filed as Exhibits 10.1, 10.2, and 10.3.
- Monitor for the completion of another equity offering, which would trigger the early maturity of the Notes.
- Confirm the Company's liquidity position post-closing to assess the sufficiency of funds for general corporate purposes.