As filed with the Securities
and Exchange Commission on May 1, 2020
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MY
SIZE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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7372
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51-0394637
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(State or other jurisdiction
of
incorporation or organization)
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(Primary Standard
Industrial
Classification Code Number)
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|
(I.R.S. Employer
Identification No.)
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4
Hayarden St.
P.O.B.
1026,
Airport
City, 7010000
Israel
+972-3-600-9030
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Corporation
Service Company
2711
Centerville Road, Suite 400
Wilmington,
DE 19808
1-800-927-9800
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Gary
Emmanuel, Esq.
McDermott
Will & Emery LLP
340
Madison Avenue
New
York, NY 10173
+1
212 547 5400
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|
Ron
Shuhatovich
Barnea
& Co.
Electra
City Tower
58
HaRakevet St.
Tel
Aviv 6777016, Israel
Tel:
+972-3-640-0600
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Approximate
date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared
effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☒
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Smaller Reporting
Company
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☒
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Emerging Growth Company
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☐
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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 7(a)(2)(B) of the Securities Act.
☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
CALCULATION
OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price per
Security(2)
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Proposed
Maximum
Aggregate
Offering
Price(2)
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Amount of
Registration
Fee
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Common Stock, $0.001 par value per share (3)
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545,689
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$
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2.60
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$
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1,418,791.40
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$
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184.16
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Total
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545,689
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$
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2.60
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$
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1,418,791.40
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$
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184.16
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(1)
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This
registration statement also includes an indeterminate number of securities that may become offered, issuable or sold to prevent
dilution resulting from stock splits, stock dividends and similar transactions, which are included pursuant to Rule 416 under
the Securities Act of 1933, as amended.
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) promulgated under the Securities Act of 1933,
as amended, based on the average of the equivalent high and low sales prices of shares of common stock on the Nasdaq Capital Market
on April 28, 2020.
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(3)
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Consists
of (i) 514,801 shares of common stock issuable upon the exercise of warrants issued in a private placement in January 2020, or
the January 2020 Private Placement, and (ii) 30,888 shares of common stock issuable upon the exercise of placement agent warrants
issued in connection with the January 2020 Private Placement.
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The
information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities
until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is
not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction
where the offer or sale is not permitted.
PRELIMINARY
PROSPECTUS
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SUBJECT
TO COMPLETION
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DATED
MAY 1, 2020
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My
Size, Inc.
545,689
Shares of Common Stock
This
prospectus relates to the resale, by the selling stockholders identified in this prospectus, of up to an aggregate of up to 545,689
shares of common stock, par value $0.001 per share of My Size, Inc. consisting of (i) 514,801 shares of common stock issuable
upon the exercise of warrants issued in a private placement in January 2020, or the January 2020 Private Placement, and (ii) 30,888
shares of common stock issuable upon the exercise of placement agent warrants issued in connection with the January 2020 Private
Placement.
The
selling stockholders are identified in the table commencing on page 7. We will not receive any proceeds from the sale of the
shares of common stock by the selling stockholders. All net proceeds from the sale of the shares of common stock covered by this
prospectus will go to the selling stockholders. However, we may receive the proceeds from any exercise of warrants if the holders
do not exercise the warrants on a cashless basis. See “Use of Proceeds.”
The
selling stockholders may sell all or a portion of the shares of common stock from time to time in market transactions through
any market on which our shares of common stock are then traded, in negotiated transactions or otherwise, and at prices and on
terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers,
who may act as agent or as principal or by a combination of such methods of sale. See “Plan of Distribution”.
Our
common stock is listed on the Nasdaq Capital Market under the symbol “MYSZ” and on the Tel Aviv Stock Exchange, or
the TASE, under the symbol “MYSZ”. On April 30, 2020, the last reported sale price of our common stock on the Nasdaq
Capital Market was $2.20 per share.
Investing
in our securities involves a high degree of risk. You should read this prospectus supplement and the accompanying prospectus as
well as the information incorporated herein and therein by reference carefully before you make your investment decision. See “Risk
Factors” beginning on page 5 of this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.
The
date of this prospectus is May , 2020.
TABLE
OF CONTENTS
About
This Prospectus
This
prospectus is part of a registration statement that we filed with the SEC. As permitted by the rules and regulations of the SEC,
the registration statement filed by us includes additional information not contained in this prospectus. You may read the registration
statement and the other reports we file with the SEC at the SEC’s website or its offices described below under the heading
“Where You Can Find More Information”.
You
should rely only on the information that is contained in this prospectus or that is incorporated by reference into this prospectus.
We have not authorized anyone to provide you with information that is in addition to or different from that contained in, or incorporated
by reference into, this prospectus. If anyone provides you with different or inconsistent information, you should not rely on
it.
We
are not offering to sell or solicit any security other than the shares of common stock offered by this prospectus. In addition,
we are not offering to sell or solicit any securities to or from any person in any jurisdiction where it is unlawful to make this
offer to or solicit an offer from a person in that jurisdiction. The information contained in this prospectus is accurate as of
the date on the front of this prospectus only, regardless of the time of delivery of this prospectus or of any sale of our ordinary
shares. Our business, financial condition, results of operations and prospects may have changed since that date.
We
implemented a 1-for-15 reverse stock split of our outstanding shares of common stock that was effective for Nasdaq Capital Market
purposes at the open of business on November 19, 2019. All share and related option and warrant information presented in this
prospectus have been retroactively adjusted to reflect the reduced number of shares and the increase in the share price which
resulted from this action.
PROSPECTUS
SUMMARY
The
following summary highlights certain information contained elsewhere in or incorporated by reference into this prospectus. Because
this is only a summary, however, it does not contain all the information you should consider before investing in our securities
and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere
in or incorporated by reference into this prospectus. Before you make an investment decision, you should read this entire prospectus
carefully, including the risks of investing in our securities discussed under the section of this prospectus entitled “Risk
Factors” and similar headings in the other documents that are incorporated by reference into this prospectus. You should
also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the
exhibits to the registration statement of which this prospectus is a part.
Unless
the context otherwise requires, references to “we,” “our,” “us,” “My Size” or
the “Company” in this prospectus mean My Size, Inc. on a consolidated basis with its wholly-owned subsidiary, My Size
(Israel) 2014 Ltd., as applicable.
Overview
We
are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings
in multiple verticals, including the e-commerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing
our sophisticated algorithms within our proprietary technology, we can calculate and record measurements in a variety of novel
ways, and most importantly, increase revenue for businesses across the globe.
Our
solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application
to a smartphone, the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information
is then automatically sent to a cloud-based server where the dimensions are calculated through our proprietary algorithms, and
the accurate measurements (+ or - 2 centimeters) are then sent back to the user’s mobile device. We believe that the commercial
applications for this technology are significant in many areas.
Currently,
we are mainly focusing on the e-commerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and
DIY uses markets.
We
are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months,
we announced the planned launch of MySizeID in Australia with a global retail marketplace operator that is set to introduce an
integrated, technology-based app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID
with Penti, a leading multi-category retail fashion underwear brand, and we successfully integrated and launched the MySizeID
smart measurement solution software development kit (SDK) for DeMoulin, a music performance group apparel company. In addition,
we have also executed agreements with a number of additional retailers either directly or through our collaborations with WooCommerce,
Shopify and Lightspeed. We also recently announced that BoxSize has been approved for Honeywell’s global vendor program.
While
we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we
can recognize revenue. This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration
process may take longer. Generally, first we integrate our product into a customer’s online platform, which is followed
by piloting and implementation, and, assuming we are successful, commercial roll-out, all of which takes time before we expect
it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect
to generate meaningful revenue during the upcoming quarters. In addition, the coronavirus outbreak has resulted in work stoppages
and disruptions and our marketing and sales activities have been adversely affected by the coronavirus outbreak. For example,
we have three ongoing pilots with international retailers that have been halted, we are unable to participate in industry conferences
and our ability to meet with potential customers is limited. Because of the numerous risks and uncertainties associated with the
coronavirus outbreak, the success of our market penetration and our dependence on the extent to which MySizeID is adopted and
utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable to successfully develop or
market any of our current or proposed products or technologies, those products or technologies may not generate any revenues,
and any revenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.
We
recently entered into a non-binding letter of intent with Logystico LLC, or Logystico, a third party logistics fulfillment company
that specializes in automating the order fulfillment process, to form a joint venture. Under the terms of the letter of intent,
the joint venture will exclusively operate and manage micro-fulfilment centers using our BoxSize platform for retail vendors in
the United States and we will initially have a 68% stake and Logystico will initially have a 32% stake in the joint venture entity.
Establishment of the joint venture is subject to the entry into a definitive binding agreement.
Important
Information about COVID-19
In
late 2019, a novel strain of COVID-19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was
largely concentrated in China, it has now spread to Israel and the United States, and infections have been reported globally.
Many countries around the world, including in Israel, have significant governmental measures implemented to control the spread
of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material
limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing
efforts depend, in part, on attendance at in-person meetings, industry conferences and other events, and as a result some of our
sales and marketing activities have been halted. The extent to which the coronavirus impacts our operations will depend on future
developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak,
and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of the
coronavirus globally, could have a material adverse impact on our operations and workforce, including our marketing and sales
activities and ability to raise additional capital, which in turn could have a material adverse impact on our business, financial
condition and results of operation.
Nasdaq
Continued Listing Deficiency
On
January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum
bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq
Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule
5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period
of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regain compliance
with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the bid price of our common stock must have a closing bid price of
at least $1.00 per share for a minimum of 10 consecutive business days.
We
did not regain compliance with the Rule by July 22, 2019, and, as a result, on July 23, 2019, we received notice from the Staff
that, based upon our continued non-compliance with the Rule, the Staff had determined to delist our common stock from Nasdaq unless
we timely request a hearing before the Nasdaq Hearings Panel, or the Panel.
On
October 1, 2019, the Panel granted our request to continue the listing of our common stock on the Nasdaq Capital Market, subject
to our satisfaction of certain conditions including, among other things, compliance with the minimum $1.00 bid price requirement
by no later than January 20, 2020. In order to satisfy the minimum $1.00 bid price requirement and to make our common stock more
attractive to certain institutional investors and thereby strengthen our investor base, we implemented a 1-for-15 reverse stock
split of our outstanding shares of common stock. The reverse stock split was effective for Nasdaq Capital Market purposes at the
open of business on November 19, 2019. Additionally, on November 19, 2019, we received formal notice from Nasdaq of our non-compliance
with the minimum $2.5 million stockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’
Equity Rule. In accordance with the Nasdaq Listing Rules, we subsequently presented our plan to regain compliance with the Stockholders’
Equity Rule for the Panel’s consideration. On February 7, 2020, we received a notification from the Staff that the Panel
granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the
Rule by May 18, 2020 or if we are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq,
or, based on any significant events that occur during the extension period, Nasdaq would delist our common stock from the Nasdaq
Capital Market.
Reverse Stock Split
We
implemented a 1-for-15 reverse stock split of our outstanding shares of common stock that was effective for Nasdaq Capital Market
purposes at the open of business on November 19, 2019. All share and related option and warrant information presented in this
prospectus supplement have been retroactively adjusted to reflect the reduced number of shares and the increase in the share price
which resulted from this action.
January
2020 Financing
On
January 15, 2020, we completed a registered direct offering with certain institutional investors pursuant to which we sold 514,801
shares of common stock at a purchase price per share of $3.885 for aggregate gross proceeds of approximately $2.0 million, before
deducting fees payable to the placement agent and other estimated offering expenses payable by us. In a concurrent private placement,
we issued to the investors in the offering warrants to purchase up to 514,801 shares of common stock. The warrants are immediately
exercisable and 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. In connection with the offering, we issued to the 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.
Company
Information
We
were incorporated in the State of Delaware and commenced operations in September 1999 under the name Topspin Medical, Inc. In
December 2013, we changed our name to Knowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to My Size,
Inc. Our principal executive offices are located at 4 Hayarden, pob 1026, Airport City, Israel 7010000, and our telephone number
is +972-3-600-9030. Our website address is www.MySizeID.com. The information on our website is not part of this prospectus. We
have included our website address as a factual reference and do not intend it to be an active link to our website.
The
Offering
Shares Offered
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Up to
545,689 shares of common stock, par value $0.001 per share of My Size, Inc. consisting of (i) 514,801 shares of common stock
issuable upon the exercise of warrants issued in a private placement in the January 2020 Private Placement, and (ii) 30,888
shares of common stock issuable upon the exercise of placement agent warrants issued in connection with the January 2020 Private
Placement. The selling stockholders are identified in the table commencing on page 7.
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Shares
of Common Stock Outstanding at April 24, 2020
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2,600,701 shares
of common stock.
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Use of proceeds
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We will not receive
any proceeds from the sale of the shares of common stock by the selling stockholders. All net proceeds from the sale of the
shares of common stock covered by this prospectus will go to the selling stockholders. However, we may receive the proceeds
from any exercise of warrants and placement agent warrants if the holders do not exercise the warrants on a cashless basis.
See the section of this prospectus titled “Use of Proceeds.”
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Nasdaq Capital Market Symbol
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MYSZ
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Risk factors
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Before investing
in our securities, you should carefully read and consider the “Risk Factors” beginning on page 5 of this prospectus.
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Unless
otherwise indicated, the number of ordinary shares outstanding prior to and after this offering is based on 2,600,701 ordinary
shares outstanding as of April 24, 2020, and excludes as of such date:
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●
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161,916
shares of common stock issuable upon exercise of outstanding options under our 2017 Equity
Incentive Plan at a weighted exercise price of $13.90;
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●
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20,036
shares of common stock issuable upon exercise of outstanding options under our 2017 Consultant
Equity Incentive Plan and non-plan options at a weighted exercise price of $10.26;
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489,600
shares of common stock reserved for potential future issuance pursuant to our 2017 Equity
Incentive Plan and 2017 Consultant Incentive Plan, combined; and
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●
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699,368
shares of common stock issuable upon the exercise of warrants outstanding at a weighted
exercise price of $3.67 per share.
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Unless
otherwise indicated, all information in this prospectus assumes no exercise of the outstanding options or warrants described above
and gives retroactive effect to the 1-for-15 reverse stock split effected on November 19, 2019.
RISK
FACTORS
An
investment in our securities involves a high degree of risk, you should carefully consider the risk factors set forth in our most
recent Annual Report on Form 10-K on file with the SEC, which is incorporated by reference into this prospectus, as well as the
following risk factors, which supplement or augment the risk factors set forth in our Annual Report on Form 10-K. Before making
an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference
in this prospectus. The risks and uncertainties not presently known to us or that we currently deem immaterial may also materially
harm our business, operating results and financial condition and could result in a complete loss of your investment.
The
sale of a substantial amount of our shares of common stock including resale of the shares issuable upon the exercise of the warrants
held by the selling stockholders in the public market could adversely affect the prevailing market price of our common stock.
We
are registering for resale 545,689 shares of common stock issuable upon the exercise of warrants held by the selling stockholders.
Sales of substantial amounts of shares of our shares of common stock in the public market, or the perception that such sales might
occur, could adversely affect the market price of our ordinary shares, and the market value of our other securities. We cannot
predict if and when selling stockholders may sell such shares in the public markets. Furthermore, in the future, we may issue
additional shares of common stock or other equity or debt securities convertible into shares of common stock. Any such issuance
could result in substantial dilution to our existing shareholders and could cause our stock price to decline.
SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS
This
prospectus contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act. Any statements in this prospectus about our expectations, beliefs, plans, objectives, assumptions or
future events or performance are not historical facts and are forward-looking statements. These statements are often, but not
always, made through the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,”
“estimate,” “intend,” “plan” and “would.” For example, statements concerning financial
condition, possible or assumed future results of operations, growth opportunities, industry ranking, plans and objectives of management,
markets for our common stock and future management and organizational structure are all forward-looking statements. Forward-looking
statements are not guarantees of performance. They involve known and unknown risks, uncertainties and assumptions that may cause
actual results, levels of activity, performance or achievements to differ materially from any results, levels of activity, performance
or achievements expressed or implied by any forward-looking statement.
Any
forward-looking statements are qualified in their entirety by reference to the risk factors discussed in this prospectus or in
our Annual Report on Form 10-K that is incorporated by reference herein. Some of the risks, uncertainties and assumptions that
could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include
but are not limited to:
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●
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our history of losses
and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms,
or at all;
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●
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risks related to
our ability to continue as a going concern;
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●
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risk related to
the outbreak of coronavirus;
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●
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the new and unproven
nature of the measurement technology markets;
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our ability to achieve
customer adoption of our products;
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●
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our dependence on
assets we purchased from a related party and the risk that such assets may in the future be repurchased;
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●
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our ability to enhance
our brand and increase market awareness;
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●
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our ability to introduce
new products and continually enhance our product offerings;
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●
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the success of our
strategic relationships with third parties;
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●
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information technology
system failures or breaches of our network security;
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●
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competition from
competitors;
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●
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our reliance on
key members of our management team;
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●
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current or future
litigation; and
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●
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the impact of the
political and security situation in Israel on our business.
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The
foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any
forward-looking statements. You should read this prospectus and the documents that we reference herein and have filed as exhibits
to the Annual Report on Form 10-K, completely and with the understanding that our actual future results may be materially different
from what we expect. You should assume that the information appearing in this prospectus is accurate as of the date hereof.
Because the risk factors referred to in this prospectus or in our Annual Report on Form 10-K, could cause actual results or outcomes
to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place
undue reliance on any forward-looking statements.
Further,
any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In
addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of
the information presented in this prospectus, and particularly our forward-looking statements, by these cautionary statements.
USE
OF PROCEEDS
We
will not receive any proceeds from the sale of the shares of common stock by the selling stockholders. All net proceeds from the
sale of the shares of commons stock covered by this prospectus will go to the selling stockholders. We expect that the selling
stockholders will sell their shares of common stock as described under “Plan of Distribution.”
We
may receive proceeds from the exercise of the warrants and placement agent warrants and issuance of the warrant shares to the
extent that these warrants are exercised for cash. Warrants, however, are exercisable on a cashless basis under certain circumstances.
If all of the warrants mentioned above were exercised for cash in full, the proceeds would be approximately $2.1 million. We intend
to use the net proceeds of such warrant exercise, if any, for general corporate purposes and working capital.
Pending
any use, as described above, we intend to invest the net proceeds in high-quality, short-term, interest-bearing securities. We
can make no assurances that any of the warrants and placement agent warrants will be exercised, or if exercised, that they will
be exercised for cash, the quantity which will be exercised or in the period in which they will be exercised.
SELLING
STOCKHOLDERS
The
shares of common stock being offered by the selling stockholders are those shares of common stock upon exercise of warrants previously
issued in connection with our private placements that closed in January 2020. For additional information regarding the issuance
of those shares of common stock and warrants, see “Prospectus Summary – January 2020 Financing” above. We are
registering the shares of common stock in order to permit the selling stockholders to offer the shares of common stock for resale
from time to time. Other than with respect to H.C. Wainwright & Co. LLC, or H.C. Wainwright, which acted as our placement
agent in the January 2020 financing and has acted as a sales agent in our at-the-market equity offering, except for the ownership
of the warrants and placement agent warrants issued, and the shares of common stock issued and issuable, pursuant to prior financings,
the selling stockholders have not had any material relationship with us within the past three years.
The
table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock
by each of the selling stockholders. The second column lists the number the shares of common stock beneficially owned by each
selling stockholder, based on its ownership of the shares of common stock and warrants or placement agent warrants to purchase
the shares of common stock, as of April 24, 2020, assuming exercise of the warrants or placement agent warrants held by the selling
stockholders on that date, without regard to any limitations on conversions or exercises. The third column lists the maximum number
of the shares of common stock being offered in this prospectus by the selling stockholders. The fourth and fifth columns list
the amount of the shares of common stock owned after the offering, by number of the shares of common stock and percentage of outstanding
the shares of common stock (assuming for the purpose of such percentage, 2,600,701 shares outstanding as of April 24, 2020) assuming
in both cases the sale of all of the shares of common stock offered by the selling stockholders pursuant to this prospectus, and
without regard to any limitations on conversions or exercises.
Under
the terms of the warrants and placement agent warrants issued in the January 2020 financing, a selling stockholder may not exercise
the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates, to beneficially own
a number of ordinary shares which would exceed 4.99% or 9.99% of our then outstanding shares of commons stock following such exercise,
excluding for purposes of such determination ordinary shares not yet issuable upon exercise of the warrants and placement agent
warrants which have not been exercised. The number of shares does not reflect this limitation. The selling stockholders may sell
all, some or none of their shares of common stock or warrants or placement agent warrants in this offering. See “Plan of
Distribution.”
Selling Stockholder
|
|
Number of Ordinary Shares Owned Prior to Offering
|
|
|
Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus
|
|
|
Number of Ordinary Shares Owned After the Offering
|
|
|
Percentage of Ordinary Shares Owned After the Offering
|
|
Anson Investments Master Fund LP (1)
|
|
|
189,840
|
(2)
|
|
|
171,600
|
(3)
|
|
|
18,240
|
(4)
|
|
|
*
|
|
Intracoastal Capital, LLC (5)
|
|
|
184,174
|
(6)
|
|
|
171,600
|
(7)
|
|
|
12,574
|
(8)
|
|
|
*
|
|
Armistice Capital Master Fund, Ltd. (9)
|
|
|
171,601
|
(10)
|
|
|
171,601
|
(10)
|
|
|
-
|
|
|
|
-
|
|
Michael Vasinkevich (11)
|
|
|
19,807
|
(12)
|
|
|
19,807
|
(12)
|
|
|
-
|
|
|
|
*
|
|
Noam Rubinstein (11)
|
|
|
9,730
|
(13)
|
|
|
9,730
|
(13)
|
|
|
-
|
|
|
|
*
|
|
Charles Worthman (11)
|
|
|
309
|
(14)
|
|
|
309
|
(14)
|
|
|
-
|
|
|
|
*
|
|
Craig Schwabe(11)
|
|
|
1,042
|
(15)
|
|
|
1,042
|
(15)
|
|
|
-
|
|
|
|
-
|
|
(1)
|
Anson
Advisors Inc., or AA and Anson Funds Management LP, or AFM, the co-investment advisers of Anson Investments Master Fund LP, or
Anson, hold voting and dispositive power over the ordinary shares held by Anson. Bruce Winson is the managing member of Anson
Management GP LLC, or AM, which is the general partner of AFM. Moez Kassam and Amin Nathoo are directors of AA. Mr. Winson, Mr.
Kassam and Mr. Nathoo each disclaim beneficial ownership of these ordinary shares except to the extent of their pecuniary interest
therein.
|
|
|
(2)
|
Represents
(i) 7,407 shares of common stock issuable upon exercise of warrants issued in our October 2017 financing, (ii) 10,833 shares
of common stock issuable upon exercise of warrants issued in our February 2018 financing, and (iii) 171,600 shares of common
stock issuable upon exercise of warrants issued in our January 2020 Private Placement.
|
|
|
(3)
|
Represents 171,600
shares of common stock issuable upon exercise of warrants issued in our January 2020 Private Placement.
|
|
|
(4)
|
Represents (i) 7,407
shares of common stock issuable upon exercise of warrants issued in our October 2017 financing, and (ii) 10,833 shares of
common stock issuable upon exercise of warrants issued in our February 2018 financing.
|
|
|
(5)
|
Mitchell P. Kopin,
or Mr. Kopin, and Daniel B. Asher, or Mr. Asher, each of whom are managers of Intracoastal Capital, LLC, or Intracoastal,
have shared voting control and investment discretion over the securities reported herein that are held by Intracoastal. As
a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of
Exchange Act) of the securities reported herein that are held by Intracoastal.
|
|
|
(6)
|
Represents (i) 4,074 shares
of common stock issuable upon exercise of warrants issued in our October 2017 financing, (ii) 8,500 shares of common stock
issuable upon exercise of warrants issued in our February 2018 financing, and (iii) 171,600 shares of common stock issuable
upon exercise of warrants issued in our January 2020 Private Placement.
|
|
|
(7)
|
Represents 171,600
shares of common stock issuable upon exercise of warrants issued in our January 2020 Private Placement.
|
|
|
(8)
|
Represents (i) 4,074
shares of common stock issuable upon exercise of warrants issued in our October 2017 financing, and (ii) 8,500 shares of common
stock issuable upon exercise of warrants issued in our February 2018 financing.
|
|
|
(9)
|
Armistice Capital,
LLC, the investment manager of Armistice Capital Master Fund Ltd., or Armistice, and Steven J. Boyd, the managing member of
Armistice hold shared voting and dispositive power over the ordinary shares held by Armistice. Armistice and Mr. Boyd disclaim beneficial ownership in the
shares, except to the extent of his or its pecuniary interest therein.
|
|
|
(10)
|
Represents 171,601
shares of common stock issuable upon exercise of warrants issued in our January 2020 Private Placement.
|
|
|
(11)
|
Referenced person
is affiliated with H.C. Wainwright, a registered broker dealer. H.C. Wainwright is a registered broker-dealer and acted as
our placement agent in the January 2020 financing and has acted as a sales agent in our at-the-market equity offering.
|
|
|
(12)
|
Represents 19,807
shares of common stock issuable upon exercise of placement agent warrants issued in our January 2020 Private Placement.
|
|
|
(13)
|
Represents 9,730
shares of common stock issuable upon exercise of placement agent warrants issued in our January 2020 Private Placement.
|
|
|
(14)
|
Represents 1,042
shares of common stock issuable upon exercise of placement agent warrants issued in our January 2020 Private Placement.
|
|
|
(15)
|
Represents 309 shares
of common stock issuable upon exercise of placement agent warrants issued in our January 2020 Private Placement.
|
DESCRIPTION
OF THE OFFERED SECURITIES
The
selling stockholders may, from time to time, sell, transfer, or otherwise dispose of any or all of their shares of common stock
or interests in shares of common stock on any stock exchange, market, or trading facility on which the shares are traded or in
private transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market
price, at varying prices determined at the time of sale, or at negotiated prices. This prospectus provides you with a general
description of the common stock the selling stockholders may offer.
As
of April 24, 2020, our authorized share capital consists of 100,000,000 shares of common stock, $0.001 par value per share, of
which 2,600,701 are outstanding. Our authorized but unissued shares of common stock will be available for future issuance without
your approval. We may use additional shares for a variety of purposes, including future public offerings to raise additional capital,
to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of common stock could render
more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Unless approval of our stockholders is so required, our board of directors does not intend to seek stockholder approval for the
issuance and sale of our common stock.
The
description below is intended as a summary, and is qualified in its entirety by reference to our amended and restated certificate
of incorporation, or our Certificate of Incorporation, and amended and restated bylaws, or our Bylaws.
We
implemented a 1-for-15 reverse stock split of our outstanding shares of common stock that was effective for Nasdaq Capital Market
purposes at the open of business on November 19, 2019. All share and related option and warrant information presented in this
prospectus supplement have been retroactively adjusted to reflect the reduced number of shares and the increase in the share price
which resulted from this action.
Common
Stock
Holders
of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting.
Holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors
out of legally available funds. However, the current policy of our board of directors is to retain earnings, if any, for the operation
and expansion of our company. Upon liquidation, dissolution or winding-up, the holders of our common stock are entitled to share
ratably in all of our assets which are legally available for distribution, after payment of or provision for all liabilities.
The holders of our common stock have no preemptive, subscription, redemption or conversion rights.
Anti-Takeover
Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCL
Certain
provisions of our Certificate of Incorporation and our Bylaws, which are summarized in the following paragraphs, may have the
effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control,
including changes a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders
to replace or remove our management. In particular, our Certificate of Incorporation and our Bylaws and Delaware law, as applicable,
among other things:
|
●
|
provide our board
with the ability to alter the Bylaws without stockholder approval;
|
|
●
|
place limitations
on the removal of directors; and
|
|
●
|
provide that vacancies
on the board of directors may be filled by a majority of directors in office, although less than a quorum.
|
These
provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage
persons seeking to acquire control of us to first negotiate with its board. These provisions may delay or prevent someone from
acquiring or merging with us, which may cause our market price of our common stock to decline.
Advance
Notice Bylaws. Our Bylaws contain an advance notice procedure for stockholder proposals to be brought before any
meeting of stockholders, including proposed nominations of persons for election to our Board of Directors. Stockholders at any
meeting will only be able to consider proposals or nominations specified in the notice of meeting or brought before the meeting
by or at the direction of our Board of Directors or by a stockholder who was a stockholder of record on the record date for the
meeting, who is entitled to vote at the meeting and who has given our corporate secretary timely written notice, in proper form,
of the stockholder’s intention to bring that business before the meeting. Although the Bylaws do not give our Board of Directors
the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted
at a special or annual meeting, the Bylaws may have the effect of precluding the conduct of certain business at a meeting if the
proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to
elect its own slate of directors or otherwise attempting to obtain control of us.
Interested
Stockholder Transactions. We are subject to Section 203 of the Delaware General Corporation Law, or DGCL, which,
subject to certain exceptions, prohibits “business combinations” between a publicly-held Delaware corporation and
an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or
more of a Delaware corporation’s voting stock for a three-year period following the date that such stockholder became an
interested stockholder.
Forum
Selection
Our
Bylaws provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State
of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court or a federal court located within the
State of Delaware) will, to the fullest extent permitted by applicable law and subject to applicable jurisdictional requirements,
be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring claims, including claims in the right
of the Company, (i) that are based upon a violation of a duty by a current or former director, officer, employee or stockholder
in such capacity, or (ii) as to which the DGCL confers jurisdiction upon the Court of Chancery.
Limitations
on Liability, Indemnification of Officers and Directors and Insurance
The
DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders
for monetary damages for breaches of directors’ fiduciary duties as directors and Certificate of Incorporation will include
such an exculpation provision. Our Certificate of Incorporation and Bylaws will include provisions that indemnify, to the fullest
extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as a director
or officer of us, or for serving at our request as a director or officer or another position at another corporation or enterprise,
as the case may be. Our Certificate of Incorporation and Bylaws will also provide that we must indemnify and advance reasonable
expenses to our directors and officers, subject to our receipt of an undertaking from the indemnified party as may be required
under the DGCL. Our Certificate of Incorporation will expressly authorize us to carry directors’ and officers’ insurance
to protect us, our directors, officers and certain employees for some liabilities. The limitation of liability and indemnification
provisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors
for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation
against our directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders.
However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such
as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability
of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in
a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these
indemnification provisions. There is currently no pending material litigation or proceeding against any of our directors, officers
or employees for which indemnification is sought.
Transfer
Agent and Registrar
The
Transfer Agent and Registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. The telephone
number of VStock Transfer, LLC is (212) 828-8436.
Listing
Our
common stock is listed on the Nasdaq Capital Market under the symbol “MYSZ” and on the TASE under the symbol “MYSZ”.
PLAN
OF DISTRIBUTION
We
are registering the shares of common stock issuable upon exercise of the warrants and placement agent warrants issued in our January
2020 Private Placement to permit the resale of these shares of common stock by the holders of these warrants from time to time
after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares
of common stock other than proceeds from the cash exercise of the warrants and placement agent warrants. We will bear all fees
and expenses incident to our obligation to register the shares of common stock.
The
selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from
time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through
underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s
commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at
the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in
transactions, which may involve crosses or block transactions,
|
●
|
on any national
securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
|
|
●
|
in the over-the-counter
market;
|
|
●
|
in transactions
otherwise than on these exchanges or systems or in the over-the-counter market;
|
|
●
|
through the writing
of options, whether such options are listed on an options exchange or otherwise;
|
|
●
|
ordinary brokerage
transactions and transactions in which the broker-dealer solicits purchasers;
|
|
●
|
block trades in
which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction;
|
|
●
|
purchases by a broker-dealer
as principal and resale by the broker-dealer for its account;
|
|
●
|
an exchange distribution
in accordance with the rules of the applicable exchange;
|
|
●
|
privately negotiated
transactions;
|
|
●
|
sales pursuant to
Rule 144;
|
|
●
|
broker-dealers may
agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;
|
|
●
|
a combination of
any such methods of sale; and
|
|
●
|
any other method
permitted pursuant to applicable law.
|
If
the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers
or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions
from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to
whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or
agents may be in excess of those customary in the types of transactions involved). In connection with sales of shares of common
stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage
in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also
sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and
to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common
stock to broker-dealers that in turn may sell such shares.
The
selling stockholders may pledge or grant a security interest in some or all of the warrants, placement agent warrants or shares
of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties
may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list
of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this
prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case
the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
The
selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be
“underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the
time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which
will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name
or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling
stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.
Under
the securities laws of some states shares of common stock may be sold in such states only through registered or licensed brokers
or dealers. In addition, in some states shares of common stock may not be sold unless such ordinary shares have been registered
or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.
There
can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the
registration statement, of which this prospectus forms a part.
The
selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange
Act, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit
the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating
person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to
engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability
of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the
shares of common stock.
We
will pay all expenses of the registration of the shares of common stock, estimated to be $50,000 in total, including, without
limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky”
laws; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any.
Once
sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable
in the hands of persons other than our affiliates.
LEGAL
MATTERS
The
validity of the shares of common stock offered hereby will be passed upon for us by McDermott Will & Emery LLP, New York,
New York. If the securities are distributed in an underwritten offering, certain legal matters will be passed upon for the underwriters
by counsel identified in the applicable prospectus supplement.
EXPERTS
The
consolidated financial statements of My Size, Inc. as of December 31, 2019 and 2018, and for each of the years in the two-year
period ended December 31, 2019, have been incorporated by reference herein and in the registration statement in reliance upon
the report of Somekh Chaikin, a member firm of KPMG International, independent registered public accounting firm, incorporated
by reference herein, and upon the authority of said firm as experts in accounting and auditing.
The
audit report covering the December 31, 2019 consolidated financial statements contains an explanatory paragraph that states that
the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit, which raise
substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments
that might result from the outcome of that uncertainty. The audit report covering the December 31, 2019 financial statements refers
to a change in the method of accounting for leases.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of the registration statement on Form S-1 we filed with the SEC, under the Securities Act, and does not contain
all the information set forth in the registration statement. Whenever a reference is made in this prospectus to any of our contracts,
agreements or other documents, the reference may not be complete, and you should refer to the exhibits that are a part of the
registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a
copy of such contract, agreement or other document. You may inspect a copy of the registration statement, including the exhibits
and schedules, without charge, at the SEC’s public reference room mentioned below, or obtain a copy from the SEC upon payment
of the fees prescribed by the SEC.
Because
we are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly and special reports,
proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s
website at www.sec.gov.
We
also maintain a web site at www.MySizeID.com, through which you can access our SEC filings. The information set forth on our web
site is not part of this prospectus supplement.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information into this prospectus. This means that we can disclose important
information to you by referring you to another document filed separately with the SEC. The information that we incorporate by
reference is considered to be part of this prospectus. Because we are incorporating by reference our future filings with the SEC,
this prospectus is continually updated and those future filings may modify or supersede some or all of the information included
or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to
determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified
or superseded.
This
prospectus incorporates by reference the documents listed below that have been previously filed with the SEC:
|
●
|
our Annual Report on Form 10-K for the fiscal
year ended December 31, 2019, filed with the SEC on March 19, 2020;
|
|
●
|
the description of our common stock, which is
contained in the registration statement on Form 8-A filed with the SEC on June 14, 2016 (File No. 001-37370).
|
We
also incorporate by reference all future documents (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K)
we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent
to the date of this prospectus and prior to the termination of the offering.
You
should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else
to provide you with different information. Any statement contained in a document incorporated by reference into this prospectus
will be deemed to be modified or superseded for the purposes of this prospectus to the extent that a later statement contained
in this prospectus or in any other document incorporated by reference into this prospectus modifies or supersedes the earlier
statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part
of this prospectus. You should not assume that the information in this prospectus is accurate as of any date other than the date
of this prospectus or the date of the documents incorporated by reference in this prospectus.
The
information about us contained in this prospectus should be read together with the information in the documents incorporated by
reference. You may request a copy of any or all of these filings, at no cost, by writing or telephoning us at Or Kles, Chief
Financial Officer, Hayarden 4, Airport City, Israel 701000, telephone number 972-3-600-9030 or by emailing us at ir@mysizeid.com.
My
Size, Inc.
May ,
2020
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance And Distribution
The
following table sets forth the fees and expenses, other than placement agent fees and expenses, payable in connection with the
registration of the common stock hereunder. All amounts are estimates except the SEC registration fee.
Item
|
|
Amount to be
paid
|
|
SEC registration fee
|
|
$
|
184.16
|
|
Printing expenses
|
|
|
5,000.00
|
|
Legal fees and expenses
|
|
|
20,000.00
|
|
Accounting fees and expenses
|
|
|
2,000.00
|
|
Total
|
|
$
|
27,184.16
|
|
Item
14. Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement in
connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an
action by or in the right of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses including attorneys’ fees incurred in connection with the
defense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, agreement, a vote of stockholders
or disinterested directors or otherwise.
Our
Certificate of Incorporation and Bylaws provide that we will indemnify and hold harmless, to the fullest extent permitted by Section
145 of the Delaware General Corporation Law, as amended from time to time, each person that such section grants us the power to
indemnify.
The
Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for:
|
●
|
any breach of the
director’s duty of loyalty to the corporation or its stockholders;
|
|
●
|
acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law;
|
|
●
|
payments of unlawful
dividends or unlawful stock repurchases or redemptions; or
|
|
●
|
any transaction
from which the director derived an improper personal benefit.
|
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, offices or controlling persons
of ours, pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid
by a director, officer or controlling person of ours in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered hereunder, we will, unless
in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
Item
15. Recent Sales of Unregistered Securities.
We
sold the securities described below within the past three years which were not registered under the Securities Act.
On
August 16, 2017, we entered into a securities purchase agreement with two investors pursuant to which we sold an aggregate of
16,667 shares of common stock at a purchase price of $15.00 per share.
On
August 16, 2017, we entered into a securities purchase agreement with an investor pursuant to which the investor will purchase
35,334 shares of the Company’s common stock at $15.00 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 us. In the event that the investor does not fulfil its obligation
to purchase 35,334 shares of our common stock pursuant to the securities purchase agreement, we may call the guarantee note; provided,
however, the guarantee note expires on November 13, 2017.
On
October 26, 2017, we entered into a securities purchase agreement to sell original issue discount non-convertible notes in the
aggregate principal amount of approximately $1.33 million and warrants to purchase up to 59,260 shares of our common stock to
certain accredited investors for gross proceeds of $1.2 million.
On
January 1, 2018, we entered into an agreement with a consultant pursuant to which we issued 6,600 shares of our common stock.
On
January 10, 2018, we issued 1,000 shares of our common stock to a consultant pursuant to an agreement with a consultant dated
March 2, 2017. Under the agreement, we previously issued 2,000 shares of common stock.
On
February 20, 2018, we entered into an agreement with a consultant pursuant to which we issued 4,334 shares of our common stock.
On
May 10, 2018, we issued 6,052 shares of our common stock to a consultant pursuant to an agreement dated December 5, 2016. Under
the agreement we previously issued 1,107 shares of common stock and an option to purchase 2,667 shares of common stock, which
expired unexercised on March 31, 2018.
On
June 20, 2018, we entered into an agreement with a consultant pursuant to which agreed to issue a three-year warrant to purchase
1,334 shares of common stock at an exercise of $14.976 per share, the vesting of which is subject to the achievement of certain
performance based milestones.
In
January 2019, we entered into a consulting agreement with a consultant pursuant to which we agreed to issue a warrant to purchase
up to 3,334 shares of our common stock upon execution of the agreement and a further warrant to purchase 6,667 shares of our common
stock. The warrants are exercisable at $15.00 per share and have a term of 12 months from the date of issuance.
On
January 15, 2020, we entered into a securities purchase agreement with certain institutional investors (the “Purchasers”)
pursuant to which we agreed to sell and issue, in a registered direct offering, 514,801 of our shares of common stock at a purchase
price per share of $3.885 for aggregate gross proceeds of approximately $2.0 million, before deducting fees payable to the placement
agent and other estimated offering expenses payable by us. In a concurrent private placement, we also agreed to sell and issue
to the Purchasers warrants to purchase up to 514,801 shares of our common stock. The warrants are 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
securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the
Securities Act since, among other things, the transactions did not involve a public offering.
On
April 27, 2017, we entered into an agreement with a consultant pursuant to which we agreed to issue 20,000 shares of common stock.
During 2017, 7,500 were issued with a restrictive legend and subsequently registered for resale on a Form S-3. During 2018, an
aggregate of 10,417 shares were issued under our 2017 Consultant Equity Incentive Plan as registered shares under Form S-8. Upon
subsequent review, we have determined that the consultant was not eligible to receive shares under Form S-8. The remaining 2,084
were issued in reliance upon an exemption from the registration requirements under Section 4(a)(2) since, among other things,
the transaction does not involve a public offering.
On
August 28, 2017, we entered into an agreement with a consultant pursuant to which we agreed to issue options to purchase up to
82,000 shares of common stock. On January 23, 2018, we entered into an amendment to the agreement pursuant to which certain terms
of the options including the number of shares underlying the option was reduced to 53,334 shares of common stock. The option was
subsequently issued under our 2017 Consultant Equity Incentive Plan, which was covered by a registration statement on Form S-8.
Upon subsequent review, we have determined that the consultant was not eligible to receive shares under Form S-8. The option expired
unexercised on July 23, 2018.
On
February 13, 2017, we entered into an agreement with a consultant pursuant to which we agreed to issue options to purchase up
to 133,334 shares of common stock. On May 16, 2017, the agreement was subsequently amended. The shares issuable upon exercise
of the options were registered for resale on Form S-3. On January 10, 2018, we issued 52,123 shares of common stock upon partial
exercise of the options. We have since determined that the consultant is ineligible to receive options under our 2017 Consultant
Equity Plan and in March 2019 replaced the unexercised and outstanding options with warrants. The options, warrants and the shares
underlying the options and warrants were offered and sold pursuant to an exemption from the registration requirements under Section
4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.
Item
16. Exhibits and Financial Statement Schedules.
Exhibit
Number
|
|
Description
|
3.1
|
|
Amended
and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s
Current Form on Form 8-K filed on March 23, 2017)
|
|
|
|
3.2
|
|
Amended
and Restated By-Laws of My Size, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report
on Form 10-K filed on March 4, 2016)
|
|
|
|
3.3
|
|
Amendment
to Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to the Company’s Current
Report on Form 8-K filed on February 20, 2018)
|
|
|
|
3.4
|
|
Second
Amended and Restated By-Laws of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report
on Form 8-K filed on April 24, 2018)
|
|
|
|
3.5
|
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 18, 2019)
|
|
|
|
4.1
|
|
Specimen
Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form
S-3/A filed on November 14, 2016)
|
|
|
|
4.2
|
|
Form of Warrant
to Purchase Common Stock issued on December 22, 2017 (incorporated by reference to Exhibit 4.3 to the Company’s Registration
Statement on Form S-1/A filed on December 18, 2017)
|
|
|
|
4.3
|
|
Form of Warrant
to Purchase Common Stock issued on February 2, 2018 (incorporated by reference to Exhibit 4.3 to the Company’s
Annual Report on Form 10-K filed on March 27, 2019)
|
|
|
|
4.4
|
|
Description of Securities Registered under Section 12 (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on March 19, 2020)
|
|
|
|
5.1*
|
|
Opinion of McDermott Will & Emery LLP
|
|
|
|
10.1
|
|
My Size, Inc. 2017
Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement on Schedule
DEF 14A filed on March 2, 2017)
|
|
|
|
10.2
|
|
My Size, Inc. 2017
Consultant Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement
on Schedule DEF 14A filed on March 2, 2017)
|
|
|
|
10.3
|
|
My Size, Inc. 2017
Stock Option Plan Israel Grantees Sub-Plan (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report
on Form 10-K filed on March 27, 2019)
|
|
|
|
10.4
|
|
Form of Securities
Purchase Agreement (incorporated by reference as Exhibit 99.1 to the Company’s Registration Statement on Form S-3 filed
on September 20, 2016)
|
|
|
|
10.5
|
|
Form of Warrant
(incorporated by reference as Exhibit 99.3 to the Company’s Registration Statement on Form S-3 filed on September 20,
2016)
|
|
|
|
10.6
|
|
Cooperation Agreement
between My Size and In Situ S.A. dated as of November 7, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s
Annual Report on Form 10-K filed on March 4, 2016)
|
|
|
|
10.7
|
|
Purchase Agreement
between My Size, Inc. and Shoshana Zigdon dated as of February 16, 2014 (incorporated by reference to Exhibit 10.2 to the
Company’s Annual Report on Form 10-K filed on March 4, 2016)
|
|
|
|
10.8
|
|
Contract for Services
Regarding the Preparation of Public Funding Applications between My Size, Inc. and PNO Polska Sp. z o.o. dated as of February
1, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on April 14, 2017)
|
|
|
|
10.9
|
|
Form of Securities
Purchase Agreement dated February 13, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Registration
Statement on Form S-3 filed on March 3, 2017)
|
|
|
|
10.10
|
|
Warrant issued to
Longside Ventures LLC dated February 22, 2017 (incorporated by reference to Exhibit 4.2 to the Company’s Registration
Statement on Form S-3 filed on March 3, 2017)
|
|
|
|
10.11
|
|
Technology and License
Agreement dated as of March 4, 2016 between My Size, Inc. and LSY International, Inc. (incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K filed on March 7, 2016).
|
10.12
|
|
Form of Securities
Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on August 22, 2017)
|
|
|
|
10.13
|
|
Form of Securities
Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report
on Form 8-K filed on August 22, 2017)
|
|
|
|
10.14
|
|
Form of Securities
Purchase Agreement dated October 26, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on October 27, 2017)
|
|
|
|
10.15
|
|
Form of Warrant
issued October 30, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed
on October 27, 2017)
|
|
|
|
10.16
|
|
Form of Securities
Purchase Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1/A
filed on December 19, 2017)
|
|
|
|
10.17
|
|
Form of Placement
Agency Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on December
20, 2017)
|
|
|
|
10.18
|
|
Form of Leak-Out
Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 20,
2017)
|
|
|
|
10.19
|
|
Form of Placement
Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February
1, 2018)
|
|
|
|
10.20
|
|
Form of Leak-Out
Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on
February 1, 2018)
|
|
|
|
10.21
|
|
Form of Lock-Up
Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 1,
2018)
|
|
|
|
10.22 +
|
|
Employment Agreement
between My Size Israel 2014 Ltd. and Ronen Luzon dated November 18, 2018 (incorporated by reference to Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q filed on November 19, 2018)
|
|
|
|
10.23 +
|
|
Employment Agreement
between My Size Israel 2014 Ltd. and Or Kles dated November 18, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s
Quarterly Report on Form 10-Q filed on November 19, 2018)
|
|
|
|
10.24 +
|
|
Employment Agreement
between My Size Israel 2014 Ltd. and Billy Pardo dated November 18, 2018 (incorporated by reference to Exhibit 10.3 to the
Company’s Quarterly Report on Form 10-Q filed on November 19, 2018)
|
|
|
|
10.25 +
|
|
Termination Agreement
between My Size Israel 2014 Ltd. and Eli Walles dated July 23, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q filed on August 8, 2019)
|
|
|
|
10.26
|
|
At the Market Offering
Agreement between My Size, Inc. and H.C. Wainwright & Co. LLC dated September 13, 2019 (incorporated by reference to Exhibit
1.1 to the Company’s Current Report on Form 8-K filed on September 13, 2019)
|
|
|
|
10.27
|
|
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 17, 2020)
|
|
|
|
10.28
|
|
Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 17, 2020)
|
|
|
|
10.29
|
|
Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 17, 2020)
|
|
|
|
21.1
|
|
List of Subsidiaries
(incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed on March 21, 2018)
|
|
|
|
23.1*
|
|
Consent of Somekh Chaikin
|
|
|
|
23.2*
|
|
Consent of McDermott
Will & Emery LLP (contained in Exhibit 5.1)
|
|
|
|
24.1*
|
|
Power of Attorney
|
*
|
Filed herewith
|
|
|
(b)
|
Financial Statement Schedules
|
All
schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth
in the consolidated financial statements and related notes thereto.
Item 17. Undertakings
(a)
|
The undersigned Registrant hereby undertakes:
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
i.
|
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
|
|
ii.
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
|
|
iii.
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
|
(2)
|
That for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
|
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
|
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
|
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
|
|
(5)
|
That for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
|
|
(6)
|
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(b)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Airport City, State of Israel on this May 1, 2020.
|
MY SIZE, INC.
|
|
|
|
By:
|
/s/
Ronen Luzon
|
|
Name:
|
Ronen Luzon
|
|
Title:
|
Chief Executive Officer
|
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTED, that each director and officer of My Size, Inc. whose signature appears below hereby appoints Ronen
Luzon and Or Kles, and each of them severally, acting alone and without the other, his/her true and lawful attorney-in-fact with
full power of substitution or re-substitution, for such person and in such person’s name, place and stead, in any and all
capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments, including
post-effective -amendments to this Registration Statement, and to sign any and all additional registration statements relating
to the same offering of securities of the Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Ronen Luzon
|
|
Chief Executive Officer and Director
|
|
May 1, 2020
|
Ronen Luzon
|
|
(principal executive officer)
|
|
|
|
|
|
|
|
/s/
Or Kles
|
|
Chief Financial
Officer
|
|
May
1, 2020
|
Or Kles
|
|
(principal financial officer and principal accounting
officer)
|
|
|
|
|
|
|
|
/s/
Arik Kaufman
|
|
Director
|
|
May 1, 2020
|
Arik Kaufman
|
|
|
|
|
|
|
|
|
|
/s/
Oren Elmaliah
|
|
Director
|
|
May 1, 2020
|
Oren Elmaliah
|
|
|
|
|
|
|
|
|
|
/s/
Oron Branitzky
|
|
Director
|
|
May 1, 2020
|
Oron Branitzky
|
|
|
|
|
II-7
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