Item 1.01.
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Entry
into a Material Agreement
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On March 22, 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 2,618,532 shares of the Company’s common stock, $0.001 par value per share,
at a public offering price of $1.26 per share. The Company also granted the Underwriters a 45-day option to purchase up to an additional
392,780 shares at a purchase price of $1.26 per share, minus underwriting discounts and commissions.
The offering is expected
to close on or about March 25, 2021, subject to the satisfaction of customary closing conditions. The common stock is listed on
the Nasdaq Capital Market and on the Tel Aviv Stock Exchange. The net proceeds to the Company for the offering is expected to result
in approximately $2.90 million (excluding 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 March 22,
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 $0.0882 per share of 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 and its executive officers and directors have agreed not to sell or transfer any common stock
or securities convertible into or exchangeable or exercisable for common stock, for 30 days after March 22, 2021 in the case of the Company and 60 days after March 22, 2021 in the case of executive officers and directors, without
first obtaining the written consent of Aegis.
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 March 22, 2021,
the Company also issued a press release announcing the offering. A copy of the press release is attached as Exhibit 99.1 hereto.
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 March 25, 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.