Item 1.01. Entry into a Material Agreement
On January 5, 2021, My Size, Inc. (the "Company") entered into an Underwriting
Agreement (the "Underwriting Agreement") with Aegis Capital Corp. ("Aegis") as
representative of the underwriters identified therein (collectively, the
"Underwriters"), relating to the offering, issuance and sale of 1,364,503 shares
of the Company's common stock at a public offering price of $1.28 per share. The
Company also granted the Underwriters a 45-day option to purchase up to an
additional 204,676 shares at a purchase price of $1.28 per share, which was
exercised in full.
The offering is expected to close on or about January 8, 2021, subject to the
satisfaction of customary closing conditions. The net proceeds to the Company
for the offering is expected to result in approximately $1.7 million (including
the over-allotment option), after deducting the underwriting discounts and
commissions and estimated offering expenses.
The offering of the securities described above is being made pursuant to the
Company's effective shelf registration statement on Form S-3 (Registration
No. 333-251679) filed with the Securities and Exchange Commission (the "SEC") on
December 23, 2020, and declared effective on December 30, 2020. The Company has
filed a final prospectus supplement, dated January 5, 2021, relating to the
issuance and sale of the common stock with the SEC.
Aegis is acting as sole book-running manager for the offering. The underwriting
discounts and commissions will be 7.0% of the gross proceeds of the offering, or
$0.0896 per common stock. We have also agreed to reimburse Aegis for certain of
its expenses, in an amount of up to $50,000, including for road show, diligence,
and reasonable legal fees.
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for liabilities under
the Securities Act of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties and covenants contained
in the Underwriting Agreement were made only for purposes of such agreement and
as of specific dates, were solely for the benefit of the parties to such
agreement and may be subject to limitations agreed upon by the contracting
parties.
Subject to certain exceptions, the Company has agreed not to sell or transfer
any common stock or securities convertible into or exchangeable or exercisable
for common stock, for 30 days after January 5, 2021, without first obtaining the
written consent of Aegis. In addition, each director and executive officer of
our company has entered into an agreement with Aegis not to sell, transfer or
otherwise dispose of our securities, subject to certain exceptions, during the
60-day period following the offering.
A copy of the form of Underwriting Agreement is filed as Exhibit 1.1. The
foregoing description of the terms of the Underwriting Agreement is qualified in
its entirety by reference to such exhibit. A copy of the opinion of McDermott
Will & Emery LLP relating to the legality of the issuance and sale of the common
stock in the offering are attached as Exhibit 5.1.
On January 5, 2021, the Company also issued a press release announcing the
offering. A copy of the press release is attached as Exhibit 99.1 hereto.
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Warning Concerning Forward Looking Statements
This Current Report on Form 8-K contains statements which constitute forward
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and other securities laws. These forward looking statements
are based upon the Company's present intent, beliefs or expectations, but
forward looking statements are not guaranteed to occur and may not occur for
various reasons, including some reasons which are beyond the Company's control.
For example, this Current Report states that the offering is expected to close
on or about January 8, 2021. In fact, the closing of the offering is subject to
various conditions and contingencies as are customary in underwriting agreements
in the United States. If these conditions are not satisfied or the specified
contingencies do not occur, this offering may not close. For this reason, among
others, you should not place undue reliance upon the Company's forward looking
statements. Except as required by law, the Company undertakes no obligation to
revise or update any forward looking statements in order to reflect any event or
circumstance that may arise after the date of this Current Report.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated January 5, 2021, by and between the
Company and Aegis Capital Corp.
5.1 Opinion of McDermott Will & Emery LLP
23.1 Consent of McDermott Will & Emery LLP (contained in Exhibit 5.1)
99.1 Press Release dated January 5, 2021
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