UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2017 (August 27, 2017)
MY SIZE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37370 | 51-0394637 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3 Arava St., 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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 þ
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. ☐
My Size, Inc. (the “Company”) is filing this amendment to the Current Report on Form 8-K dated August 16, 2017 and filed on August 22, 2017 (the “Original 8-K”) to revise certain information as indicated below. Other than the revisions made herein, no other changes have been made to the Original 8-K.
Item 1.01 Entry into a Material Definitive Agreement.
On August 16, 2017, the Company entered into a securities purchase agreement (the “SPA”) with two investors. As previously indicated in the Original 8-K, pursuant to the SPA, the Company sold an aggregate of 200,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $1.00 per share to one investor. On August 27, 2017, the Company sold an aggregate of 50,000 shares of Common Stock at a purchase price of $1.00 per share to a second investor.
The foregoing description of the SPA is a summary only, does not purport to set forth the complete terms of the SPA and is qualified in its entirety by reference to the SPA filed as Exhibit 10.1 to the Original 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
The details of the transaction described in Item 1.01 are incorporated by reference in its entirety into this Item 3.02.
The issuance of the securities described in Item 1.01 was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof as a transaction by an issuer not involving a public offering.
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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.
| MY SIZE, INC. | ||
| Date: August 31, 2017 | By: | /s/ Ronen Luzon |
| Name: | Ronen Luzon | |
| Title: | Chief Executive Officer | |
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