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Item
1.01
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Entry
into a Material Definitive Agreement.
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On
January 15, 2020, My Size, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to
sell and issue, in a registered direct offering, 514,801 of the Company’s shares of common stock (the “Common Stock”)
at a purchase price per share of $3.885 (the “Shares”) for aggregate gross proceeds to the Company of approximately
$2.0 million, before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company.
Pursuant to the Purchase
Agreement, in a concurrent private placement, the Company has also agreed to sell and issue to the Purchasers warrants to purchase
up to 514,801 shares of Common Stock. The warrants will be immediately exercisable and will expire five and one-half years from
issuance at an exercise price of $3.76 per share, subject to adjustment as set forth therein. The warrants may be exercised on
a cashless basis if there is no effective registration statement registering the shares underlying the warrants.
The offering is expected
to close on or about January 17, 2020, subject to satisfaction of customary closing conditions.
The Purchase Agreement
also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.
The Company also entered
into a letter agreement (the “Placement Agent Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”),
pursuant to which Wainwright agreed to serve as the exclusive placement agent for the Company in connection with the offering.
The Company agreed to pay Wainwright a cash placement fee equal to 7% of the aggregate purchase price for the shares of Common
Stock sold in the offering, a management fee of 1% of the aggregate purchase price for the shares of Common Stock sold in the offering,
a non-accountable expense allowance of $65,000 and clearing expenses of $10,000. Wainwright will also receive placement agent warrants
on substantially the same terms as the investors in the offering in an amount equal to 6% of the aggregate number of shares of
Common Stock sold in the offering, or 30,888 shares of Common Stock, at an exercise price of $4.8563 per share and a term expiring
on January 15, 2025.
The
shares to be issued in the registered direct offering will be issued pursuant to a prospectus supplement dated as of January 15,
2020 which will be filed with the SEC, in connection with a takedown from the Company’s shelf registration statement on
Form S-3 (File No. 333-222535) (the “Registration Statement”), which became effective on January 25, 2018, and the
base prospectus dated as of January 25, 2018 contained in such Registration Statement. This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation to buy nor shall there be any sale of the shares or warrants in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such state or jurisdiction.
The
warrants, placement agent warrants and the shares underlying the warrants and placement agent warrants are being offered and sold
pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”) and Rule 506 of Regulation D promulgated thereunder. The investors have represented that they are
accredited investors, as that term is defined in Regulation D, or qualified institutional buyer as defined in Rule 144(A)(a),
and have acquired the warrants and the shares underlying the warrants as principal for their own account and have no arrangements
or understandings for any distribution thereof. The offer and sale of the foregoing securities is being made without any form
of general solicitation or advertising. The warrants, placement agent warrants and the shares underlying the warrants and placement
agent warrants have not been registered under the Securities Act or applicable state securities laws. Accordingly, the warrants,
placement agent warrants and underlying shares may not be offered or sold in the United States except pursuant to an effective
registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable
state securities laws.
The
foregoing descriptions of the Purchase Agreement, warrants and placement agent warrants are not complete and are qualified in
their entireties by reference to the full text of such documents, copies of which are filed as exhibits to this Current Report
on Form 8-K and are incorporated by reference herein.
A
copy of the opinion of McDermott Will & Emery LLP relating to the validity of the shares of common stock issued in the offering
is attached as Exhibit 5.1 hereto.
On January 16, 2020,
the Company also issued a press release announcing the offering. A copy of the press release is attached as Exhibit 99.1 hereto.
Warning
Concerning Forward Looking Statements
This
Current Report on Form 8-K contains statements which constitute forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present
intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons,
including some reasons which are beyond the Company’s control. For example, this Current Report states that the offering
is expected to close on or about January 17, 2020. In fact, the closing of the offering is subject to various conditions and contingencies
as are customary in securities purchase agreements in the United States. If these conditions are not satisfied or the specified
contingencies do not occur, this offering may not close. For this reason, among others, you should not place undue reliance upon
the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update
any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Current Report.