Current Report Filing (8-k)
August 22 2017 - 8:54AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 16, 2017
MY SIZE, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-37370
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51-0394637
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3 Arava St., pob 1026, Airport City,
Israel, 7010000
(Address of principal executive offices
and Zip Code)
Registrant’s telephone number, including
area code
+972-3-600-9030
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
þ
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01 Entry into a Material Definitive Agreement.
On August 16, 2017, My Size, Inc.
(the “Company”) entered into a securities purchase agreement (the “SPA”) with two investors. Pursuant
to the SPA, the Company sold an aggregate of 200,000 shares of common stock, par value $0.0001 per share (the “Common Stock”)
at a purchase price of $1.00 per share to one investor. The Company expects to receive an additional $50,000 from the second investor
and will issue shares of Common Stock to such investor at a purchase price of $1.00 per share.
On August 16, 2017, the Company entered
into a securities purchase agreement (the “Installment SPA”) with an investor pursuant to which the investor will purchase
$530,000 shares of the Company’s Common Stock at $1.00 per share in separate installments. The investor has issued a guarantee
note issued by Trade Bancorp in the amount of $530,000 in favor of the Company. In the event that the investor does not fulfil
its obligation to purchase $530,000 shares of the Company’s Common Stock pursuant to the Installment SPA, the Company may
call the guarantee note; provided, however, the guarantee note expires 90 days from the date of issuance, or November 13, 2017.
The foregoing descriptions of the SPA and
the Installment SPA are a summary only, do not purport to set forth the complete terms of the SPA and the Installment SPA and are
qualified in their entirety by reference to the SPA and Installment SPA filed as Exhibit 10.1 and 10.2, respectively to this Current
Report on Form 8-K and are hereby incorporated by reference.
Item 3.02 Unregistered Sales of Equity
Securities.
The details of the transaction described in item 1.01 are incorporated
by reference in its entirety into this item 3.02.
The
issuance of the securities
described in item 1.01
was deemed to be exempt from the
registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof as a transaction
by an issuer not involving a public offering.
Item 9.01.
Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MY SIZE, INC.
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Date: August 22, 2017
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By:
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/s/ Ronen Luzon
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Name:
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Ronen Luzon
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Title:
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Chief Executive Officer
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