Attached files
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EX-10.2 - EXHIBIT 10.2 - My Size, Inc. | c95378exv10w2.htm |
EX-10.1 - EXHIBIT 10.1 - My Size, Inc. | c95378exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2010
TOPSPIN MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 333-144472 | 510394637 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
Global Park 2 Yodfat Street, Third Floor North Industrial Area Lod 71291 Israel |
Not Applicable |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 972-8-9200033
Not Applicable
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
Investment Agreement
On January 27, 2010, TopSpin Medical, Inc., a Delaware corporation (the Company) entered
into an investment agreement (the Agreement) with Medgenesis Partners Ltd., a private company
organized under the laws of Israel and controlled by Ascher Shmulewits (the Investor and the
Stockholder, respectively). Under the terms of the Agreement, the Company will issue to the
Investor (i) 211,672,857 shares (the Shares) of common stock of the Company, par value $0.001
(the Common Stock); (ii) a warrant to purchase 122,935,610 shares of Common Stock (the
Investment Warrant); and (iii) a warrant to purchase 58,064,516 shares of Common Stock (the
Substituted Warrant, and together with the Shares and the Investment Warrant, the Securities)
in exchange for (x) payment by the Investor in the amount of $211,673 and (y) the cancellation of a
certain warrant issued by the Company to the Stockholder pursuant to a certain agreement, dated
February 2, 2009, by and among the Company and the Stockholder and disclosed in the Companys
current report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2009
(the Cancelled Warrant) (collectively, the Transaction). All the Securities issued in
connection with the Agreement will be subject to certain transfer restrictions in compliance with
U.S. and Israeli securities laws.
The consummation of the Transaction is subject to several conditions, including (i) the
Companys ability to obtain the necessary approval to amend its certificate of incorporation to
increase the Companys authorized capital stock; (ii) the approval of the Transaction in accordance
with Section 328 (b) of the Companies Law, 5759-1999, (iii) the delivery of such instruments as may
be required to cancel the Cancelled Warrant and forfeit any of Stockholders rights to receive
equity securities of the Company in connection therewith; (iv) approval by the Tel Aviv Stock
Exchange of registration of the Shares for trade on such exchange; and (v) the receipt of such
other approvals as may be required by U.S. securities laws or other applicable laws. In addition,
the Agreement provides that the Investor will pay to the Company a non-refundable deposit in the
amount of NIS 200,000 (approximately $58,000) on February 1, 2010. The Agreement also contains
certain customary representations and warranties, and will terminate, if not consummated or
extended by mutual agreement of the parties thereto, on June 30, 2010.
A copy of the Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by
reference. The foregoing description of the Agreement is qualified in its entirety by reference to
the full text of the Agreement.
Consulting Agreement
Also on January 28, 2010, the Company entered into a consulting agreement (the Consulting
Agreement) with Nichsey F.N. Fatal Ltd., a private company organized under the laws of Israel and
controlled by Mr. Fufi Fatal, who serves as a director of the Company (the Consultant) with an
effective date of March 1, 2010.
Pursuant to the terms of the Consulting Agreement, the Company engages the Consultant to
provide certain consulting services to the Company as may reasonably be requested by the Companys
board of directors (the Board). The Consultant is required to provide at least 80 hours of
services to the Company per month, which services shall be provided solely by Mr. Fatal. In
exchange for these services, the Company will pay the Consultant a monthly fee equal to NIS 34,105
(approximately $9,100) beginning on March 1, 2010. In addition to this monthly fee, the Company
shall issue to the Consultant (subject to requisite approvals) options to purchase shares of the
Common Stock representing ten percent (10%) of issued and outstanding shares of Common Stock
immediately preceding such option issuance
(the Consultant Options). The grant of the Consultant Options is subject to: (i) execution
of an investment in the Company by a third party (or, if earlier to occur, a rights offering), and
(ii) the increase of the registered share capital of the Company. The Consultant Options shall
vest as follows: (i) fifty percent (50%) of the Consultant Options will vest on December 17, 2010,
and (ii) the remaining fifty percent (50%) will vest on December 17, 2011. The Consultant Options
will expire, if unexercised, on the earlier of the occurrence of a merger or acquisition event
(as such term is defined in the Consulting Agreement) and the date that is seven (7) years after
the date of grant. Unvested Consultant Options will be cancelled and will cease to vest only upon
termination of the Consulting Agreement by the Consultant or termination of the Consulting
Agreement by the Company for cause. The Consultant Options issued in connection with the Consulting
Agreement will be subject to certain transfer restrictions in compliance with U.S. and Israeli
securities laws.
The Consulting Agreement contains customary confidentiality and termination provisions,
including (without limitation) provisions permitting the Company to terminate the Consulting
Agreement in the event that the Consultant neglects its duties under the Consulting Agreement or
commits an act of moral turpitude.
A copy of the Consulting Agreement is attached hereto as Exhibit 10.2 and is incorporated
herein by reference. The foregoing description of the Consulting Agreement is qualified in its
entirety by reference to the full text of the Agreement.
Item 3.02. Unregistered Sales of Equity Securities.
The contents of Item 1.01 are incorporated herein by reference. The Securities and Consultant
Options will be issued pursuant to the exclusion from registration offered under Regulation S under
the Securities Act of 1933, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
The contents of Item 1.01, under the heading Consulting Agreement, are incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. | Description | |||
10.1 | Investment Agreement by and among TopSpin Medical, Inc. and Medgenesis Partners Ltd., dated
January 27, 2010. |
|||
10.2 | Consulting Agreement by and among TopSpin Medical, Inc., TopSpin Medical (Israel) Ltd., and
Nichsey F.N. Fatal Ltd., dated January 28, 2010. |
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.
TOPSPIN MEDICAL, INC. |
||||
Date: February 2, 2010 | By: | /s/ Eldad Yehiely | ||
Name: | Eldad Yehiely | |||
Title: | Finance Manager | |||
EXHIBIT INDEX
Exhibit | ||||
Number | Description | |||
10.1 | Investment Agreement by and among TopSpin Medical, Inc. and
Medgenesis Partners Ltd., dated January 27, 2010. |
|||
10.2 | Consulting Agreement by and among TopSpin Medical, Inc., TopSpin
Medical (Israel) Ltd., and Nichsey F.N. Fatal Ltd., dated January
27, 2010. |