8-K: My Size, Inc. Announces At-The-Market Offering Agreement for Up to $4.1 Million

My Size, Inc. has entered into an agreement with H.C. Wainwright & Co., LLC to offer and sell shares of its common stock, with an aggregate offering price of up to $4.1 million, through an at-the-market offering.

Summary

• My Size, Inc. has entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC, as agent, on January 21, 2025.
• Under the agreement, the company may offer and sell shares of its common stock, with a par value of $0.001 per share, up to an aggregate offering price of $4.1 million.
• The shares will be offered and sold from time to time through Wainwright.
• The offering will be made pursuant to a shelf registration statement on Form S-3, which was declared effective by the SEC on December 29, 2023, and a related prospectus supplement dated January 21, 2025.
• Wainwright may sell the shares through ordinary brokers' transactions, including on The Nasdaq Capital Market, at market prices or as otherwise permitted by law.
• The company is not obligated to make any sales of the shares under the offering agreement.
• The offering will terminate upon the sale of all shares or the termination of the agreement by either party.
• My Size will pay Wainwright a cash commission of 3% of the gross sales price of any common stock sold under the agreement.
• The company will also reimburse Wainwright for certain specified expenses.
• The offering agreement contains customary representations, warranties, and conditions to the sale of the shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The announcement is a standard financial transaction (ATM offering). While it provides the company with capital-raising flexibility, it also carries the risk of dilution and potential downward pressure on the stock price.

Positives

• The At The Market offering provides My Size, Inc. with a flexible way to raise capital.
• The company is not obligated to sell any shares, allowing it to time sales strategically.
• The agreement allows for sales through ordinary brokers' transactions, potentially reaching a wide range of investors.

Negatives

• The company will incur a 3% cash commission to Wainwright on the gross sales price of any common stock sold.
• The offering could dilute existing shareholders' equity.
• There is no guarantee that the company will be able to sell all of the shares at a favorable price.

Risks

• Market conditions may not be favorable for selling the shares.
• The company's stock price could decline, making it more difficult to raise the full $4.1 million.
• The offering could be terminated early, leaving the company with less capital than anticipated.
• The company's reliance on Wainwright to sell the shares exposes it to the risk of Wainwright's performance.

Future Outlook

The company may offer and sell shares of its common stock from time to time through Wainwright, but is not obligated to make any sales. The offering will terminate upon the sale of all shares or the termination of the agreement by either party.

Industry Context

At-the-market offerings are a common way for publicly traded companies, especially smaller ones, to raise capital. They offer flexibility in timing sales to take advantage of favorable market conditions. However, they can also signal to the market that the company needs capital, which can put downward pressure on the stock price.

Comparison to Industry Standards

• The 3% commission to H.C. Wainwright & Co., LLC is within the typical range for at-the-market offerings, which can vary based on the size of the offering and the complexity of the deal.
• Comparable companies that have recently used ATM offerings include Xometry Inc. who announced an increase to their ATM offering up to $150 million in November 2023, and Immersion Corporation who announced an ATM offering of up to $50 million in December 2023.
• The terms of My Size, Inc.'s agreement, including the ability to terminate the agreement and the lack of obligation to sell shares, are standard for this type of offering.

Stakeholder Impact

• Shareholders may experience dilution if the company sells a significant number of shares.
• The company may be able to invest in growth initiatives with the capital raised.
• The offering could impact the company's stock price, depending on market conditions and investor sentiment.

Next Steps

• My Size, Inc. may offer and sell shares of its common stock from time to time through H.C. Wainwright & Co., LLC.
• The company will file any required amendments or supplements to the registration statement and prospectus.
• H.C. Wainwright & Co., LLC will use commercially reasonable efforts to sell the shares based on instructions from the company.

Key Dates