AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 2017
REGISTRATION
NO. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
MY
SIZE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation or organization)
N/A
I.R.S.
Employer Identification Number
3
Arava St., pob 1026
Airport
City, Israel 7010000
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:
Andrea
Cataneo, Esq.
Richard
A. Friedman, Esq.
Sheppard,
Mullin, Richter & Hampton LLP
30
Rockefeller Plaza
New
York, New York 10112
Phone:
(212) 653-8700
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box: ☐
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, other than securities offered only in connection with dividend or interest reinvestment plants, check
the following box:
þ
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
☐ Large
accelerated filer
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☐ Accelerated
filer
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☐ Non-accelerated
filer
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þ
Smaller
reporting company
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CALCULATION
OF REGISTRATION FEE
Title of Class of Securities to be Registered
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Amount To
be Registered
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Proposed Maximum Aggregate Price Per Share (1)
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Common Stock, $0.001 par value per share (2)
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514,286
shares
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$
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2.61
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$
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1,342,286.46
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$
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155.57
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Common Stock, $0.001 par value per share (3)
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564,286 shares
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$
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2.61
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$
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1,472,786.46
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$
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170.70
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Total number of shares of common stock to be registered
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1,078,572 shares
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$
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2,815,072.92
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$
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326.27
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(1) Estimated solely for purposes of calculating
the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the “Securities Act”), using
the average of the high and low prices as reported on the NASDAQ Capital Market on March 1, 2017.
(2) Represents outstanding shares of common
stock offered by the selling stockholders.
(3) Represents shares of common stock issuable
upon exercise of outstanding warrants to purchase shares of common stock offered by the selling stockholders. Pursuant to Rule
416, there are also being registered such additional securities as may be issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions as a result of the anti-dilution provisions contained in the warrants.
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 or until this Registration Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities under
this prospectus until the registration statement of which it is a part and filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
PRELIMINARY
PROSPECTUS, SUBJECT TO COMPLETION, DATED MARCH 3, 2017
MY
SIZE, INC.
1,078,572 Shares of Common Stock
This prospectus relates to the public offering
of up to 1,078,572 shares of common stock of My Size, Inc. by the selling stockholders, including their transferees, pledgees or
donees or their respective successors, named in this prospectus, including 514,286 outstanding shares and 564,286 shares issuable
upon exercise of outstanding warrants.
The selling stockholders identified in this
prospectus, or their respective pledgees, donees, transferees or other successors-in-interest, may offer the shares from time to
time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately
negotiated prices.
We will not receive any of the proceeds from
the sale of common stock by the selling stockholders. We will pay the expenses of registering these shares. We will, however, receive
the net proceeds of any warrants exercised for cash.
Investing in our common stock involves a
high degree of risk. You should consider carefully the risk factors beginning on page 3 of this prospectus before purchasing any
of the shares offered by this prospectus.
Our common stock is listed on the NASDAQ Capital
Market under the symbol “MYSZ”. The last reported sale price of our common stock on the NASDAQ Capital Market on March
1, 2017, was $2.53 per share.
We may amend or supplement this prospectus
from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or
supplements carefully before you make your investment decision.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is __________,
2017.
TABLE
OF CONTENTS
You
may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to
provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. Neither
the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any
implication that there has been no change in our affairs since the date of this prospectus or that the information contained by
reference to this prospectus is correct as of any time after its date.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and special reports, along with other information with the Securities or Exchange Commission, or the SEC.
Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read
and copy any document we file at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby
under the Securities Act of 1933, as amended. This prospectus does not contain all of the information included in the registration
statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration
statement from the SEC at the address listed above or from the SEC’s internet site.
INCORPORATION
OF DOCUMENTS 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 and any future filings we will make with the
SEC under Sections 13(a), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (i)
after the date of the initial registration statement and prior to effectiveness of the registration statement, and (ii) after
the date of this prospectus, until the selling stockholders sell all of our securities registered under this prospectus:
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our
Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 4, 2016, as amended by
our Annual Report on Form 10-K/A, filed with the SEC on March 29, 2016;
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our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016, filed with the SEC on May 23, 2016;
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our
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016, filed with the SEC on August 15, 2016;
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our
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016, filed with the SEC on November 21, 2016;
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our
Current Reports on Form 8-K filed with the SEC on March 7, 2016, July 18, 2016, September 9, 2016, November 8, 2016,
November 9, 2016, December 6, 2016, December 21, 2016, January 4, 2017, February 10, 2017, February 17, 2017,
February 22, 2017 and February 24, 2017; and
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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).
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Notwithstanding
the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits,
is not 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, 3 Arava
St. pob 1026, Airport City, Israel 701000, telephone number 972-3-600-9030.
SUMMARY
This
summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including
the section entitled “Risk Factors” before deciding to invest in our common stock. The terms “My Size,”
the “Company,” “we,” “our” or “us” in this prospectus refer to My Size, Inc. and
its wholly-owned subsidiaries, unless the context suggests otherwise.
About
My Size
My
Size Inc. (hereinafter: the “Company”), was incorporated in Delaware and commenced operations in September 1999 as
Topspin Medical, Inc. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company
changed its name to My Size, Inc.
MySize
is a technology company whose strategy is based on patent-pending algorithms that utilize Smartphone sensors to accurately measure
anything from everyday objects to body measurements . The MySize technology platform has many applications for a broad range
of industries that rely on measurement, including the apparel, courier, DIY and utility app sectors.
The
company’s flagship product, MySizeID, will enable consumers to measure themselves, via the MySizeID App on their Smartphone,
and create a unique size MySizeID.
MySize’s
platform provides a win-win solution for online consumers and retailers. Consumers are able to make online apparel purchases with
greater certainty and satisfaction. MySizeID offers the most user-friendly method for consumers to measure themselves
with no need to upload a picture in the website. Using our technology, it takes under a minute for consumers to determine with
high accuracy their actual body measurements. We believe, that, with our service,, retailers will be able to significantly
reduce return rates and all the associated costs, as 70% of returns are size-related. We believe that, utilizing our,service,
retailers will also increase customer loyalty and brand value.
In
2015, Spanish apparel retailer Trucco, agreed to implement the MySizeID self-measurement solution for their customers. In
2016, we entered into an agreement with American LSY, owner of Yudofsky luxury outerwear brands.
BoxSizeID
app:
Another
vertical market where the company is operating in is the shipping market. With respect to the courier market, which has been estimated
as 20.5 billion packages in 2015, My Size signed an agreement with Katz Delivery to develop an App that will allow their customers
to measure parcels with their smartphones and get a price quote based on the size of the package. This app will enable the consumer
to use any package for shipment and use the BoxSizeID app to measure it and start the shipping process.
SizeUP
app:
In
Q3 2015, My Size launched the SizeUp app, a smart tape measure for the business-to-consumer, or B2C market. This application allows
users to measures the distance of an object simply by moving the smartphone over the surface.
We
reported comprehensive losses of $4,102,000 and $3,449,000 for the nine months ended September 30, 2016 and September 30, 2015,
respectively. We reported comprehensive losses of $3,491,000 and $547,000 for the years ended December 31, 2015 and 2014. We have
an accumulated deficit of $11,430,000 as of September 30, 2016. We have stockholders’ equity of $1,023,000 as of September
30, 2016.
Our
principal executive offices are located at 3 Arava St., pob 1026, Airport City, Israel 7010000. Our telephone number is 972-3-600-9030.
We maintain an Internet website at www.mysizeid.com.
About
this Offering
This prospectus includes
the resale of 1,078,572 shares of common stock by the selling stockholders, including 514,286 outstanding shares of common stock
and an aggregate of 564,286 shares issuable upon conversion of outstanding warrants to purchase shares of common stock.
200,000 of the outstanding
shares of common stock were issued in February 2017 upon signing an agreement with the investor. In connection with the issuance,
the Company issued the investor 250,000 warrants with an exercise price of $3.50 per share. Such warrants are exercisable for
a period of ten months. In addition, the remaining 314,286 of the outstanding shares were issued in September 2016 upon the conversion
of an aggregate of $800,000 in convertible notes, which convertible notes were originally issued in July 2016. Upon the conversions,
the investors also received an equal number of warrants, with a term of 2 years, for the purchase of common stock at an exercise
price of NIS 18 (which based on the exchange rate of 1USD:3.632 ILS as reported by the Bank of Israel on March 1, 2017, is
equal to an exercise price of $4.96 per share).
RISK
FACTORS
An
investment in our common stock involves a high degree of risk. You should carefully consider the following information about these
risks, together with the other information contained in this prospectus and in the documents incorporated by reference in this
prospectus, before investing in our common stock. Our results of operations and financial condition could be adversely affected
by any of these risk factors, which could result in a decline in the market price of our common stock, causing you to lose all
or part of your investment.
Risks
Related to Our Business
We
have a history of losses.
We
have a history of losses and may continue to incur losses for the foreseeable future. We reported comprehensive losses of $4,120,000
and $2,871,000 for the nine months ended September 30, 2016 and September 30, 2015, respectively. We reported comprehensive losses
of $3,491,000 and $547,000 for the years ended December 31, 2015 and 2014. We have not yet generated sales under our current business
and there is no assurance we will do so in the future. We have an accumulated deficit of $11,430,000 as of September 30, 2016.
We may not be able generate revenues sufficient to achieve profitability, or at all, which may depress the price of our common
stock.
Changes
in economic conditions could materially affect our business, financial condition and results of operations.
Because
we expect that our customers will be retailers, we expect to depend upon consumer discretionary spending. Economic conditions,
including unemployment rates, home values, and economic growth rates may affect consumers’ ability and willingness to spend
discretionary dollars and thus affect our business.
Damage
to our reputation or lack of acceptance of our brand in existing and new markets could negatively affect our business, financial
condition and results of operations.
We
believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand
to be successful in the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value
and damage our business. If users of our technology perceive or experience a reduction in quality, or in any way believe we failed
to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.
In
addition, our ability to successfully develop new customers in new markets may be adversely affected by a lack of awareness or
acceptance of our brand in these new markets. To the extent that we are unable to foster name recognition and affinity for our
brand in new markets, our growth may be significantly delayed or impaired.
Our
business will be subject to seasonal fluctuations.
We
expect that our business will be subject to seasonal fluctuations, as retail sales are typically higher during certain months,
such as December. In contrast, a substantial portion of our expenses are personnel related and include salaries, stock-based compensation,
and benefits, which are not seasonal in nature. Accordingly, in the event of revenue shortfalls, we expect that we will generally
be unable to mitigate the negative impact on our results from operations in the short term.
We
might not be able to market our products.
We
expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue
to conduct brand awareness programs and guest initiatives to attract and retain users. These initiatives may not be successful,
resulting in expenses incurred without the benefit of revenues. Additionally, some of our competitors have greater financial resources,
which enable them to purchase significantly more advertising than we are able to purchase. Should our competitors increase spending
on advertising and promotions or our advertising funds decrease for any reason, or should our advertising and promotions be less
effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.
Our
business operations and future development could be significantly disrupted if we lose key members of our management team.
The
success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and
key employees, both individually and as a group. Our future performance will be substantially dependent in particular on our ability
to retain and motivate our Chief Executive Officer, and certain of our other senior executive officers. We currently do not have
an employment agreement in place with these officers. The loss of the services of our CEO, senior officers or other key employees
could have a material adverse effect on our business and plans for future development. We have no reason to believe that we will
lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for
any of these individuals due to their experience, reputation in the industry and special role in our operations. We also do not
maintain any key man life insurance policies for any of our employees.
Our
growth may strain our infrastructure and resources, which could slow our development of new customers and adversely affect our
ability to manage any existing customers.
Our
future growth may strain our retail management systems and resources, financial controls and information systems. Those demands
on our infrastructure and resources may also adversely affect our ability to manage any existing customers. If we fail to continue
to improve our infrastructure or to manage other factors necessary for us to meet our expansion objectives, our operating results
could be materially and adversely affected. Likewise, if, in the future, we generate sales, and such sales decline, we may be
unable to reduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.
Our
insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and
costs could negatively impact our profitability.
We
believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur
that cannot be insured against or that we believe are not commercially reasonable to insure. These losses, if they occur, could
have a material and adverse effect on our business and results of operations. In addition, the cost of workers’ compensation
insurance, general liability insurance and directors and officers’ liability insurance fluctuates based on our historical
trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the
past few years and are expected to continue to increase. These increases, as well as recently-enacted federal legislation requiring
employers to provide specified levels of health insurance to all employees, could have a negative impact on our profitability,
and there can be no assurance that we will be able to successfully offset the effect of such increases with plan modifications
and cost control measures, additional operating efficiencies or the pass-through of such increased costs to our guests.
We
may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely
affect our business.
Our
ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our
trademarks, service marks and other proprietary intellectual property, including our names and logos and the unique ambiance of
our retailers. We plan to register a number of our trademarks. We cannot assure you that our trademark applications will be approved.
Third parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that
our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of
brand recognition, and could require us to devote resources to advertising and marketing new brands.
If
our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates,
dilutes or infringes on our intellectual property, the value of our brands may be harmed, which could have a material adverse
effect on our business and might prevent our brands from achieving or maintaining market acceptance. We may also face the risk
of claims that we have infringed third parties’ intellectual property rights. If third parties claim that we infringe upon
their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement,
even those without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert
management’s attention and resources or require us to enter into royalty or licensing agreements in order to obtain the
right to use a third party’s intellectual property.
Any
royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of
infringement against us could result in our being required to pay significant damages, enter into costly license or royalty agreements,
or stop the sale of certain products or services, any of which could have a negative impact on our operating profits and harm
our future prospects.
Information
technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.
We
will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to
protect our computer equipment and systems against damage from physical theft, fire, power loss, telecommunications failure or
other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems.
Any damage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have
a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although we employ
both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls
and encryption and intend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches
or other disruptive problems, there can be no assurance that these security measures will be successful.
Federal,
state and local or Israeli tax rules may adversely impact our results of operations and financial position.
We
are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel.
Although we believe our tax estimates are reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority
disagrees with the positions we have taken on our tax returns, we could face additional tax liability, including interest and
penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a material impact
on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact
our financial condition, and increases to federal or state statutory tax rates and other changes in tax laws, rules or regulations
may increase our effective tax rate. Any increase in our effective tax rate could have a material impact on our financial results.
We
may require additional capital to finance our operations in the future, but that capital may not be available when it is needed
and could be dilutive to existing stockholders.
We
may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements
with funds generated from the following sources:
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cash
provided by operating activities;
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available
cash and cash investments; and
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capital
raised through debt and equity offerings.
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Traditional
sources of capital may not be available to us when needed or may be available only on unfavorable terms. Our ability to raise
additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors,
many of which are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able
to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when
needed, it may have a material adverse effect on our liquidity, financial condition, results of operations and prospects. Further,
if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.
If
we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or
liquidation. Upon bankruptcy or liquidation, holders of our debt securities and lenders with respect to other borrowings will
receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute
the holdings of our existing stockholders or reduce the market price of our common stock, or both.
Our
business is dependent upon continued market acceptance by consumers.
We
are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon
regulatory and legislative forces. We cannot predict the future growth rate and size of this market.
If
we are able to expand our operations, we may be unable to successfully manage our future growth.
Since
inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management,
operational, financial and other resources, and we will need to train, motivate, and manage employees, as well as attract management,
sales, finance and accounting, international, technical, and other professionals. In addition, we will need to expand the scope
of our infrastructure and our physical resources. Any failure to expand these areas and implement appropriate procedures and controls
in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect on our business
and results of operations.
Current
or future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.
From
time to time we may be subject to litigation, including potential stockholder derivative actions. We are currently party to certain
legal proceedings, as set forth in our Quarterly Report on Form 10-Q for the period ended September 30, 2016. Risks associated
with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant
periods of time. An adverse judgment or settlement in any pending or future litigation may have a material adverse effect on the
Company’s operating results and financial condition. In addition, regardless of whether any claims against us are valid
or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity, litigation costs
resulting from the defense of these claims and the diversion of time and resources from our operations.
Our
prior operating results may not be indicative of our future results.
You
should not consider prior operating results to be indicative of our future operating results. The timing and amount of future
revenues, if any, will depend almost entirely on our ability to develop new customers while maintaining consistency in our existing
retail. Our future operating results will depend upon many other factors, including:
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the
level of product and price competition,
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our
success in expanding our business network and managing our growth,
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the
ability to hire qualified employees, and
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the
timing of such hiring and our ability to control costs.
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Risks
Related to Our Common Stock
There
is a limited trading market for our common stock, and shareholders may have difficulty trading and obtaining quotations for our
common stock
.
Our
common stock is registered under the Exchange Act and is quoted on the NASDAQ Capital Market under the symbol “MYSZ”.
However, there has been limited trading to date in our common stock. As a result, investors may find it difficult to dispose of,
or to obtain accurate quotations of the price of, our common stock. A limited market may adversely affect the market price of
our common stock and could also impair our ability to raise capital by selling shares of capital stock and may impair our ability
to acquire other companies or assets by using common stock as consideration.
The
market price of our common stock is, and is likely to continue to be, highly volatile and subject to wide fluctuations.
The
market price of our common stock is highly volatile and could be subject to wide fluctuations in response to a number of factors
that are beyond our control, including:
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variations
in our quarterly operating results;
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announcements
that our revenue or income are below analysts’ expectations;
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general
economic slowdowns;
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sales
of large blocks of our common stock; and
|
|
●
|
announcements
by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments.
|
Voting
power of our shareholders is highly concentrated.
Our
officers, directors and certain principal stockholders own a substantial portion of our common stock. Therefore, such stockholders
may significantly affect the outcome of all corporate actions and decisions for an indefinite period of time including election
of directors, amendment of charter documents and approval of mergers and other significant corporate transactions.
We
do not intend to pay dividends on our common stock for the foreseeable future.
We
have paid no dividends on our common stock to date and we do not anticipate paying any dividends to holders of our common stock
in the foreseeable future. While our future dividend policy will be based on the operating results and capital needs of the business,
we currently anticipate that any earnings will be retained to finance our future expansion and for the implementation of our business
plan. Investors should take note of the fact that a lack of a dividend can further affect the market value of our common stock,
and could significantly affect the value of any investment in the Company.
Additional
stock offerings in the future may dilute then-existing shareholders’ percentage ownership of the Company.
Given
our plans and expectations that we may need additional capital and personnel, we may need to issue additional shares of common
stock or securities convertible or exercisable for shares of common stock, including convertible notes, stock options or warrants.
The issuance of additional securities in the future will dilute the percentage ownership of then current stockholders.
FORWARD-LOOKING
STATEMENTS
This
prospectus and the documents and information incorporated by reference in this prospectus include forward-looking statements.
These statements are based on our management’s beliefs and assumptions and on information currently available to our management.
Forward-looking statements include statements concerning:
|
●
|
our
business strategies;
|
|
|
|
|
●
|
our
competitive position;
|
|
|
|
|
●
|
our
industry environment;
|
|
|
|
|
●
|
our
anticipated financial and operating results, including anticipated sources of revenues;
|
|
|
|
|
●
|
when
we expect to begin to receive revenues with respect to services we provide or anticipate providing;
|
|
|
|
|
●
|
anticipated
future sources of revenues;
|
|
|
|
|
●
|
management’s
expectation with respect to future acquisitions;
|
|
|
|
|
●
|
statements
regarding our goals, intensions, plans and expectations, including the introduction of new products and markets; and
|
|
|
|
|
●
|
our
cash needs and financing plans
|
All
statements in this prospectus and the documents and information incorporated by reference in this prospectus that are not historical
facts are forward-looking statements. We may, in some cases, use terms such as “anticipates,” “believes,”
“could,” “estimates,” “expects,” “intends,” “may,” “plans,”
“potential,” “predicts,” “projects,” “should,” “will,” “would”
or similar expressions or the negative of such items that convey uncertainty of future events or outcomes to identify forward-looking
statements.
Forward-looking
statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake
no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change,
except as may be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
USE
OF PROCEEDS
This
prospectus relates to shares of our common stock that may be offered and sold from time to time by the selling stockholders. We
will not receive any of the proceeds resulting from the sale of common stock by the selling stockholders. However, we will receive
the sale price of any common stock we sell to the selling stockholders upon exercise of the warrants owned by the selling stockholders.
We expect to use the proceeds received from the exercise of the warrants, if any, for general working capital purposes. We have
not declared or paid any dividends and do not currently expect to do so in the near future.
SELLING
STOCKHOLDERS
This prospectus relates
to the offering by the selling stockholders of up to 1,078,572 shares of common stock.
The following table sets
forth, based on information provided to us by the selling stockholders or known to us, the names of the selling stockholders, the
nature of any position, office or other material relationship, if any, which the selling stockholders have had, within the past
three years, with us or with any of our predecessors or affiliates, and the number of shares of our common stock beneficially owned
by the selling stockholders before this offering. The number of shares owned are those beneficially owned, as determined under
the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these
rules, beneficial ownership includes any shares of common stock as to which a person has sole or shared voting power or investment
power and any shares of common stock which the person has the right to acquire within 60 days through the exercise of any option,
warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation
of a trust, discretionary account or similar arrangement. None of the selling stockholders is a broker-dealer or an affiliate of
a broker-dealer.
We have assumed all shares
of common stock reflected on the table will be sold from time to time in the offering covered by this prospectus. Because the selling
stockholders may offer all or any portions of the shares of common stock listed in the table below, no estimate can be given as
to the amount of those shares of common stock covered by this prospectus that will be held by the selling stockholders upon the
termination of the offering. The percentages for each selling stockholder are calculated based on 17,605,359 shares issued and
outstanding as of March 1, 2017.
Selling Stockholder
|
|
Number of Shares Beneficially Owned Before Offering
|
|
|
Number of Shares Offered
|
|
|
Number of Shares Beneficially Owned
After
Offering
|
|
|
Percentage of Shares Beneficially Owned
After
Offering
|
|
LongSide Ventures
|
|
|
450,000
|
(1)
|
|
|
450,000
|
|
|
|
0
|
|
|
|
0
|
|
Iroquois Capital Opportunity Fund LLC
|
|
|
42,858
|
(2)
|
|
|
42,858
|
|
|
|
0
|
|
|
|
0
|
|
Iroquois Master Fund Ltd.
|
|
|
42,856
|
(3)
|
|
|
42,856
|
|
|
|
0
|
|
|
|
0
|
|
Elyahu R. Jacobi
|
|
|
285,714
|
(4)
|
|
|
285,714
|
|
|
|
0
|
|
|
|
0
|
|
Yossi Benayoun
|
|
|
28,572
|
(5)
|
|
|
28,572
|
|
|
|
0
|
|
|
|
0
|
|
Mordechai Tenenbaum
|
|
|
72,305
|
(6)
|
|
|
57,144
|
|
|
|
15,161
|
|
|
|
0
|
|
Ariel Michael Maman
|
|
|
171,428
|
(7)
|
|
|
171,428
|
|
|
|
0
|
|
|
|
0
|
|
* less than 1%.
|
(1)
|
Includes warrants to purchase 250,000 shares of common stock.
|
|
(2)
|
Includes warrants to purchase 21,429 shares of common stock.
|
|
(3)
|
Includes warrants to purchase 21,428 shares of common stock.
|
|
(4)
|
Includes warrants to purchase 142,857 shares of common stock.
|
|
(5)
|
Includes warrants to purchase 14,286 shares of common stock.
|
|
(6)
|
Includes warrants to purchase 28,572 shares of common stock.
|
|
(7)
|
Includes warrants to purchase 85,714 shares of common stock.
|
PLAN
OF DISTRIBUTION
The
selling stockholders of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time,
sell any or all of their securities covered hereby on the NASDAQ Capital Market or any other stock exchange, market or trading
facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The
selling stockholders may use any one or more of the following methods when selling securities:
|
●
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
●
|
block
trades in which the broker-dealer will attempt to sell the securities 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;
|
|
●
|
settlement
of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
|
|
●
|
in
transactions through broker-dealers that agree with the selling stockholder to sell a specified number of such securities
at a stipulated price per security;
|
|
●
|
through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
|
●
|
a
combination of any such methods of sale; or
|
|
●
|
any
other method permitted pursuant to applicable law.
|
The
selling stockholders may also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), if available, rather than under this prospectus.
Broker-dealers
engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities,
from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an
agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a
principal transaction a markup or markdown in compliance with FINRA IM-2440.
In
connection with the sale of the securities or interests therein, the selling stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of
hedging the positions they assume. The selling stockholders may also sell securities short and deliver these securities to close
out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one
or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered
by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).
The
selling stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would
exceed eight percent (8%).
The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities.
Because
the selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be
subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder.
The
resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities
laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and
is complied with.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not
simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined
in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of
purchases and sales of securities of the common stock by the selling stockholders or any other person. We will make copies of
this prospectus available to the selling stockholders.
LEGAL
MATTERS
The
validity of the shares of common stock offered hereby will be passed upon for us by Sheppard, Mullin, Richter & Hampton LLP,
New York, New York.
EXPERTS
The
consolidated financial statements of My Size, Inc. as of December 31, 2015 and 2014 and for each of the years in the
two-year period ended December 31, 2015 appearing in My Size, Inc.’s Annual Report on Form 10-K/A, have been audited by
Weinberg & Baer LLC, an independent registered public accounting firm, as set forth in its report thereon, included
therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in accounting and auditing.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
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 By-Laws 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.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution
.
The
estimated expenses of issuance and distribution of the sale and distribution of the shares are set forth below.
SEC filing fee
|
|
$
|
400
|
*
|
Legal expenses
|
|
$
|
6,250
|
*
|
Accounting expenses
|
|
$
|
500
|
*
|
Miscellaneous
|
|
$
|
500
|
*
|
Total
|
|
$
|
7,650
|
*
|
*
Estimate
Item
15. 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 By-Laws 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
16. Exhibits.
Exhibit
Number
|
|
Description of Document
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation (incorporated by reference to Form 10-K filed March 4, 2016).
|
|
|
|
3.2
|
|
Amended and Restated Bylaws (incorporated by reference to Form 10-K filed March 4, 2016).
|
|
|
|
4.1
|
|
Specimen Common Stock Certificate of the Registrant
(incorporated by reference to Form S-3 filed November 14, 2016)
|
|
|
|
4.2*
|
|
Warrant issued to LongSide Ventures.
|
|
|
|
5.1*
|
|
Opinion of Sheppard, Mullin, Richter & Hampton LLP
|
|
|
|
10.1*
|
|
Securities Purchase Agreement, dated as of
February 13, 2017, by and among the Company and LongSide Ventures.
|
|
|
|
10.2
|
|
Form of Purchase Agreement (incorporated by reference to Form S-3 filed November 14, 2016)
|
|
|
|
23.1*
|
|
Consent of Weinberg & Baer LLC
|
|
|
|
23.2
|
|
Consent of Sheppard, Mullin, Richter & Hampton LLP (contained in Exhibit 5.1)*
|
*Filed
herewith
Item
17. Undertakings.
1.
The undersigned registrant hereby undertakes 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 percent 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.
Provided,
however, that paragraphs (1)(i) and (1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
2.
The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933,
as amended, each such post-effective amendment 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.
3.
The undersigned registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities
being registered that remain unsold at the termination of the offering.
4.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the registration statement 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.
5.
The undersigned registrant hereby undertakes that, for the purposes of determining liability to any purchaser:
(i)
If the registrant is relying on Rule 430B:
(A)
For purposes of determining liability under the Securities Act of 1933, each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and
included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference in the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;
or
(ii)
If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.
6.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors,
officers and controlling persons of the undersigned registrant according the foregoing provisions, or otherwise, the undersigned
registrant has been advised that in the opinion of the Securities and Exchange Commission 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 Securities Act of 1933, as amended, 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 fling on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Airport City, State of Israel, on March 3, 2017.
|
My
Size, Inc.
|
|
|
|
|
By:
|
/s/
Ronen Luzon
|
|
|
Ronen
Luzon
|
|
Its:
|
Chief
Executive Officer
|
|
|
(Principal
Executive Officer)
|
|
|
|
|
By:
|
/s/
Or Kles
|
|
|
Or
Kles
|
|
Its:
|
Chief
Financial Officer
|
|
|
(Principal
Financial and Accounting Officer)
|
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.
/s/ Ronen Luzon
|
|
March 3, 2017
|
Ronen Luzon
|
|
|
Chief Executive Officer and Director
(principal executive officer)
|
|
|
|
|
|
/s/ Or Kles
|
|
March 3, 2017
|
Chief Financial Officer
(principal financial and accounting officer)
|
|
|
|
|
|
/s/ Eli Walles
|
|
March 3, 2017
|
Eli Walles
|
|
|
Chairman
|
|
|
|
|
|
/s/ Zeev Lavenberg
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March 3, 2017
|
Zeev Lavenberg
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Director
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/s/ Moshe Gedansky
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March 3, 2017
|
Moshe Gedansky
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Director
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|
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|
/s/ Shoshana Herman
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|
March 3, 2017
|
Shoshana Herman
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|
|
Director
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-II-4-
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