Amended Current Report Filing (8-k/a)
April 11 2022 - 5:28PM
Edgar (US Regulatory)
0001211805
true
Amendment no. 1
0001211805
2022-02-07
2022-02-07
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 7, 2022
MY
SIZE, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-37370 |
|
51-0394637 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
HaYarden
4, 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):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.001 par value per share |
|
MYSZ |
|
Nasdaq
Capital Market |
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 ☐
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. ☐
Explanatory
Note
My
Size, Inc. (the “Company”) hereby files this Amendment No. 1 to its Current Report on Form 8-K filed with the Securities
and Exchange Commission (the “SEC”) on February 8, 2022 (the “Original Form 8-K), solely to amend Item 9.01 therein
as provided herein.
At
the time of filing of the Original Form 8-K disclosing the completion of the acquisition by My
Size Israel 2014 Ltd., a company incorporated under the laws of the State of Israel and subsidiary of the Company, of all
of the issued and outstanding equity of Orgad International Marketing Ltd., a company incorporated under the laws of the State of
Israel (“Orgad”), the Company indicated that it would file the necessary financial information no later than 71
calendar days after the date on which the Original Form 8-K was required to be filed.
Upon
further review of the requirements of Rule 3-05 of Regulation S-X promulgated under the Securities Act of 1933, as amended (“Regulation
S-X”), and Item 9.01 of Form 8-K, the Company has determined that financial statements required by Item 9.01(a) and pro forma financial
information required by Item 9.01(b) with respect to the acquisition of Orgad are not required because the acquisition was not a “significant”
transaction as defined in Regulation S-X. Accordingly, the Company hereby amends the Original Form 8-K to eliminate references to the
subsequent filing of historical financial statements and pro forma financial information relating to the acquisition of Orgad.
Except
as described above, all of the other information in the Original Form 8-K remains unchanged.
Item
9.01 Financial Statements and Exhibits.
(a) |
Financial
Statements of Business Acquired. The Company has determined that the historical financial statements
of Orgad are not required to be filed as the acquisition of Orgad was not a “significant” transaction as defined in Regulation
S-X. |
|
|
(b) |
Pro
Forma Financial Information. The Company has determined that the pro forma financial information
of the Company are not required to be filed as the acquisition of Orgad was not a “significant” transaction as defined
in Regulation S-X. |
SIGNATURES
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.
|
MY
SIZE, INC. |
|
|
|
Date:
April 11, 2022 |
By: |
/s/
Ronen Luzon |
|
Name:
|
Ronen
Luzon |
|
Title: |
Chief
Executive Officer |
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