Amended Current Report Filing (8-k/a)
December 27 2022 - 5:30PM
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2022-10-11
2022-10-11
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 11, 2022
MY
SIZE, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-37370 |
|
51-0394637 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
HaYarden
4, pob 1026,
Airport
City, Israel 7010000
(Address
of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code +972-3-600-9030
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock, $0.001 par
value per share |
|
MYSZ |
|
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory
Note
On
October 12, 2022, My Size, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) reporting,
among other things, the completion of the acquisition of Naiz Bespoke Technologies, S.L. (“Naiz”) on October 11, 2022. This
Amendment No. 1 to the Initial Form 8-K (this “Amendment No. 1”) amends and supplements the Initial Form 8-K to include financial
statements and pro forma financial information required by Item 9.01(a) and (b) of Form 8-K that were excluded from the Initial Form
8-K in reliance on the instructions to such item.
The
unaudited pro forma combined financial information included as Exhibit 99.3 to this Amendment No. 1 has been presented for informational
purposes only, as required by Form 8-K, and does not purport to represent the actual results of operations that the Company and Naiz
would have achieved had the companies been combined at and during the periods presented in the pro forma financial information, and is
not intended to project the future results of operations that the combined company may achieve following the acquisition.
Except
as described above, no changes have been made to the Initial Form 8-K.
Item 9.01 |
Financial Statements and Exhibits. |
(a) |
Financial
Statements of Business Acquired.
In
accordance with Item 9.01(a), the audited financial statements of Naiz for the years ending December 31, 2021 and 2020 are attached
hereto as Exhibit 99.1 and are incorporated herein by reference.
In
accordance with Item 9.01(a), the unaudited financial statements of Naiz for the nine months ended September 30, 2022 and 2021 are
attached hereto as Exhibit 99.2 and are incorporated herein by reference. |
|
|
(b) |
Pro
Forma Financial Information.
In
accordance with Item 9.01(b), the unaudited pro forma condensed combined balance sheet for the year ended December 31, 2021 and the
unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021, giving effect to the Naiz acquisition,
are attached hereto as Exhibit 99.3 and are incorporated herein by reference.
In
accordance with Item 9.01(b), the unaudited pro forma condensed combined balance sheet as of September 30, 2022 and the unaudited
pro forma condensed combined statement of operations for the nine months period ended September 30, 2022, giving effect to
the Naiz acquisition, are attached hereto as Exhibit 99.4 and are incorporated herein by reference. |
|
|
(c) |
Not
applicable. |
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
MY SIZE, INC. |
|
|
|
Date:
December 27, 2022 |
By: |
/s/ Ronen
Luzon |
|
Name: |
Ronen Luzon |
|
Title: |
Chief Executive Officer |
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