UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): November 15, 2019
MY SIZE, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-37370
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51-0394637
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common Stock, $0.001 par value per share
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MYSZ
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Nasdaq Capital Market
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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. ☐
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required
by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
As previously
disclosed, on August 5, 2019, My Size, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual
Meeting”). At the Annual Meeting, the stockholders approved, among other things, a proposal to grant discretionary authority
to the Company’s board of directors (the “Board”), to (A) amend the Amended And Restated Certificate of Incorporation
of the Company (the “Certificate of Incorporation”) to effect one or more consolidations of the issued and outstanding
shares of common stock of the Company, pursuant to which the shares of common stock would be combined and reclassified into one
(1) share of common stock at a ratio within the range from 1-for-2 up to 1-for-30, and
(B) determine whether to arrange for the disposition of fractional interests by stockholders entitled thereto, to pay in cash the
fair value of fractions of a share of common stock as of the time when those entitled to receive such fractions are determined,
or to entitle stockholders to receive from the Company’s transfer agent, in lieu of any fractional share, the number of shares
of common stock rounded up to the next whole number, provided that, (X) the Company shall not effect reverse stock splits that,
in the aggregate, exceeds 1-for-30, and (Y) any reverse stock split is completed no later than August 5, 2020.
On November 15, 2019, the Board approved a 1-for-15 reverse stock split of the Company’s issued
and outstanding shares of common stock (the “Reverse Stock Split”), and on the same day, the Company filed with the
Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate
of Amendment”) to effect the Reverse Stock Split, which will become effective as of 5:00 p.m. Eastern Time on November 18,
2019. The Company’s common stock will begin trading on the Nasdaq on a split-adjusted basis when the market opens on November
19, 2019 and on the Tel Aviv Stock Exchange (the “TASE”) on a split adjusted basis when the market opens on November
20, 2019. On November 19, 2019, there will be no trading of the Company’s common stock on the TASE.
When the Reverse
Stock Split becomes effective, every 15 shares of the Company’s issued and outstanding common stock will automatically be
converted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment
will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and
warrants entitling the holders to purchase common stock. Any fraction of a share of common stock that would otherwise have resulted
from the Reverse Stock Split will be rounded up to the next whole number.
The Company’s common stock will continue to trade on the Nasdaq Capital Market and the TASE under
the symbol “MYSZ.” The new CUSIP number for common stock following the Reverse Stock Split will be 62844N 208.
VStock
Transfer, LLC, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.
For
more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the Securities and
Exchange Commission on July 8, 2019, the relevant portions of which are incorporated herein by reference. A copy of the Certificate
of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
On November 18, 2019, the Company
announced that the Board approved a one-for-fifteen reverse stock split of its common stock that is scheduled to become effective
after trading closes on November 18, 2019.
A
copy of the press release announcing these events is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(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.
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MY SIZE, INC.
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Date: November 18, 2019
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By:
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/s/ Ronen Luzon
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Name:
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Ronen Luzon
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Title:
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Chief Executive Officer
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3
Exhibit 3.1
Delaware
The
First State
I,
JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF AMENDMENT OF “MY SIZE, INC.”, FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF NOVEMBER, A.D. 2019,
AT 8:45 O’CLOCK A.M.
AND
I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE EIGHTEENTH DAY OF NOVEMBER,
A.D. 2019.
A
FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
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/s/ Jeffrey W. Bullock
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Jeffrey W. Bullock, Secretary of State
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3099545 8100
SR# 20198099298
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Authentication: 204011842
Date: 11-15-19
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You
may verify this certificate online at corp.delaware.gov/authver.shtml
State
of Delaware
Secretary of State
Division of Corporations
Delivered 08:45 AM 11/15/2019
FILED 08:45 AM 11/15/2019
SR 20198099298 - File Number 3099545
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Certificate of Amendment
of
Amended and Restated Certificate of Incorporation
of
My Size, Inc.
Under
Section 242 of the Delaware General Corporation Law
My
Size, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby
certifies as follows:
FIRST:
The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by replacing FIFTH in its entirety
with the following:
FIFTH:
The total number of shares of stock which the Corporation shall have authority to issue is one hundred million 100,000,000 shares
of common stock with a par value of $0.001 per share (the “Common Stock”). The Common Stock may be issued from time
to time without action by the stockholders. The Common Stock may be issued for consideration as may be fixed by the Corporation’s
Board of Directors (the “Board of Directors”).
The
foregoing amendment shall be effective as of 5:00 p.m., New York City time on November 18, 2019 (the “Effective Time”),
every fifteen (15) shares of the Corporation’s Common Stock (the “Old Common Stock”), issued and outstanding immediately
prior to the Effective Time, will be automatically reclassified as and converted into one (1) share of common stock, par value
$0.001 per share, of the Corporation (the “New Common Stock”) (such formula herein, the “Determined Ratio”).
Further, every right, option and warrant to acquire shares of Old Common Stock outstanding immediately prior to the Effective
Time shall, as of the Effective Time and without any further action, automatically be reclassified into the right to acquire one
(1) share of New Common Stock based on the Determined Ratio of shares of Old Common Stock to shares of New Common Stock, but otherwise
upon the terms of such right, option or warrant (except that the exercise or purchase price of such right, option or warrant shall
be proportionately adjusted).
Notwithstanding
the immediately preceding paragraph, the Corporation shall not be required to issue or deliver any fractional shares of New Common
Stock. At the Effective Time any such fractional interest in such shares of New Common Stock shall be rounded up to the next whole
share. Shares of Common Stock that were outstanding prior to the Effective Time and that are not outstanding after the Effective
Time shall resume the status of authorized but unissued shares of Common Stock.
Each
stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after
the Effective Time, represent that number of whole shares of New Common Stock into which the shares of Old Common Stock represented
by such certificate shall have been reclassified (as well as the right to receive whole shares in lieu of any fractional shares
of New Common Stock as set forth above); provided, however, that each holder of record of a certificate that represented shares
of Old Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares
of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified, as
well as any whole share in lieu of fractional shares of New Common Stock to which such holder may be entitled pursuant to the
immediately preceding paragraph.
SECOND:
The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law
of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon.
IN
WITNESS WHEREOF, I have signed this Certificate this 15th day of November 2019.
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MY SIZE, INC.
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By:
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/s/ Ronen Luzon
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Name:
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Ronen Luzon
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Title:
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Chief Executive Officer
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Exhibit 99.1
My Size Announces Reverse Stock Split
Airport City, Israel, November 18, 2019
– My Size, Inc. (the “Company” or “My Size”) (NASDAQ: MYSZ) (TASE: MYSZ), the developer and creator
of smartphone measurement solutions, announced that its Board of Directors has approved a one-for-fifteen reverse stock split of
its common stock that is scheduled to become effective after trading closes on November 18, 2019. Beginning on November 19, 2019,
the Company’s common stock will trade on the Nasdaq Capital Market on a split adjusted basis under a new CUSIP number 62844N
208. The Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “MYSZ.”
As previously disclosed, at the My Size Annual Meeting of Stockholders held on August 5, 2019, the Company’s stockholders
approved a proposal authorizing the Company’s Board of Directors, among other things, to effect a reverse stock split at
a ratio in the range of 1-for-2 and 1-for-30 in order to increase the per share price and bid price of the Company’s common
stock to regain compliance with the continued listing requirements of Nasdaq and make the common stock more attractive to certain
institutional investors, which would provide for a stronger investor base.
Upon effectiveness of the reverse stock
split, every 15 shares of the Company’s outstanding common stock will be converted to one share of common stock. In addition,
a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of
all outstanding options and warrants entitling the holders to purchase common stock.
The reverse stock split will not affect
any stockholder’s ownership percentage of the Company’s common stock, except to the extent that the reverse stock split
would result in any stockholder owning a fractional share. Fractional shares of common stock will be rounded up to the nearest
whole share. The number of authorized shares of the Company’s common stock will not change, while the number of outstanding
shares will be reduced from approximately 30 million to approximately 2 million.
Registered stockholders holding their shares
of common stock in book-entry or through a bank, broker or other nominee form do not need to take any action in connection with
the reverse stock split. For those stockholders holding physical stock certificates, the Company’s transfer agent, VStock
Transfer, LLC, will send instructions for exchanging those certificates for new certificates representing the post-split number
of shares. VStock Transfer, LLC can be reached at (212) 828-8436.
Additional information about the reverse
stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on
July 8, 2019, a copy of which is also available at www.sec.gov or at https://www.mysizeid.com/ under the SEC Filings tab located
on the Investor Relations page.
About My Size, Inc.
My Size, Inc. (TASE: MYSZ) (NASDAQ: MYSZ)
has developed a unique measurement technology based on sophisticated algorithms and cutting-edge technology with broad applications
including the apparel, e-commerce, DIY, shipping and parcel delivery industries. This proprietary measurement technology is
driven by several algorithms which are able to calculate and record measurements in a variety of novel ways. To learn more about
My Size, please visit our website: www.mysizeid.com. We routinely post information that may be important to investors in the Investor
Relations section of our website. Follow us on Facebook, LinkedIn, Instagram and Twitter.
Please click here for a demonstration of
how MySizeID provides a full sizing solution for the retail industry.
Register here for a one-month free trial
of MySizeID solution for your online store.
Please click here to download MySizeID
for iOS.
Please click here to download MySizeID
for Android.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain forward-looking
statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements
are identified by the use of the words “could,” “believe,” “anticipate,” “intend,”
“estimate,” “expect,” “may,” “continue,” “predict,” “potential,”
“project” and similar expressions that are intended to identify forward-looking statements. All forward-looking statements
speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although
we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements
are reasonable, we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Forward-looking
statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause
actual results to differ materially from historical experience and present expectations or projections. Actual results to differ
materially from those in the forward-looking statements and the trading price for our common stock may fluctuate significantly.
Forward-looking statements also are affected by the risk factors described in the Company’s filings with the U.S. Securities
and Exchange Commission. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made
or to reflect the occurrence of unanticipated events.
Israel Press Contact:
Yaniv Leibovich
Leibovich Media
yanivleib@gmail.com
+972-54-444-0326
U.S. Press Contact:
5W Public Relations
mysizeid@5wpr.com
IR
Contact:
Crescendo
Communications, LLC
Tel: +1 212-671-1020
Email:
MYSZ@crescendo-ir.com