Securities Registration: Employee Benefit Plan (s-8)
January 12 2018 - 04:18PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on January 12, 2018
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MY
SIZE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
51-0394637
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
3
Arava St., pob 1026, Airport City, Israel, 7010000
+972-3-600-9030
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
MY
SIZE, INC.
2017
EQUITY INCENTIVE PLAN
and
2017
CONSULTANT EQUITY INCENTIVE PLAN
(Full
title of the plan)
Corporation
Service Company
2711
Centerville Road, Suite 400
Wilmington,
DE 19808
1-800-927-9800
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
Richard
A. Friedman, Esq.
Andrea
Cataneo, Esq.
Sheppard,
Mullin, Richter & Hampton LLP
30
Rockefeller Plaza
New
York, New York 10112
Phone:
(212) 653-8700
Facsimile:
(212) 658-8701
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer ☐
|
|
Accelerated
filer ☐
|
Non-accelerated
filer ☐
|
(Do
not check if a smaller reporting company)
|
Smaller
reporting company ☒
|
|
|
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 7(a)(2)(B) of the Securities Act.
☐
CALCULATION
OF REGISTRATION FEE
Title of Securities to be Registered
|
|
Amount to be
Registered(1)
|
|
Proposed Maximum
Offering
Price Per Share(2)
|
|
|
Proposed Maximum
Aggregate
Offering Price(2)
|
|
|
Amount of
Registration Fee
|
|
Common Stock, $0.001 par value per share, to be issued under My Size, Inc. 2017 Equity Incentive Plan (the “Plan”)
|
|
2,000,000 Shares
|
|
$
|
1.54
|
|
|
$
|
3,080,000
|
|
|
$
|
383.46
|
|
Common Stock, $0.001 par value per share, to be issued under My Size, Inc. 2017 Consultant Equity Incentive Plan (the “ Consultant Plan”)
|
|
950,000 Shares
|
|
$
|
1.54
|
|
|
$
|
1,463,000
|
|
|
$
|
182.15
|
|
(1)
Pursuant to Rule 416(a) of the Securities Act of 1933 (the “Securities Act”), as amended, this Registration Statement
shall also cover any additional shares of the Registrant’s common stock that become issuable under the Plan and the Consultant
Plan pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar
transaction which results in an increase in the number of the Registrant’s outstanding shares of common stock.
(2)
For purposes of computing the registration fee only. Pursuant to Rule 457(c) and (h), the Proposed Maximum Offering Price Per
Share is based upon the average of the high and low prices for the Registrant’s common stock on The NASDAQ Capital Market
on January 11, 2018.
PART
I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.*
Item
2. Registrant Information and Employee Plan Annual Information.*
*
The documents containing the information specified in Part I will be sent or given to participants as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations
of the U.S. Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.
PART
II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by My Size, Inc. (the “Company”) with the Commission are hereby incorporated by reference
in this Registration Statement:
|
●
|
Annual
Report on Form 10-K for the year ended December 31, 2016 filed on April 14, 2017;
|
|
●
|
Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2017, June 30, 2017 and September 30, 2017 filed on May
16, 2017, August 18, 2017 and November 13, 2017, respectively;
|
|
●
|
Current
Reports on Form 8-K or Form 8-K/A (excluding any reports or portions thereof that are deemed to be furnished and not
filed) filed on January 4, 2017, February 10, 2017, February 17, 2017, February 22, 2017, February 24, 2017, February 28,
2017, March 23, 2017, April 21, 2017, May 4, 2017, May 11, 2017, May 16, 2017, June 9, 2017, June 23, 2017, June 30, 2017,
August 22, 2017, August 31, 2017, September 11, 2017, September 27, 2017, October 2, 2017, October 27, 2017, December 6, 2017,
December 11, 2017, December 12, 2017, December 20, 2017 and December 27, 2017;
|
|
●
|
our
definitive proxy statement on Schedule 14A relating to our 2017 annual meeting of stockholders filed on March 2, 2017; and
|
|
●
|
the
description of our common stock contained in the our Registration Statement on Form 8-A12B filed with the Commission
on June 14, 2016.
|
All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or the Securities Act, prior to the filing of a post-effective amendment that indicates that
all securities offered have been sold or which deregisters all securities then remaining unsold, are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing such documents.
Any
statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Item
4. Description of Securities.
Not
Applicable.
Item
5. Interests of Named Experts and Counsel.
Not
Applicable.
Item
6. Indemnification of Directors and Officers.
Section 145
(“Section 145”) of the Delaware General Corporation Law (“DGCL”) permits indemnification of directors,
officers, agents and controlling persons of a corporation under certain conditions and subject to certain limitations. Section 145
empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding whether civil, criminal, administrative or investigative, by reason of the fact that he
or she is or was a director, officer or agent of the corporation or another enterprise if serving at the request of the corporation.
Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding
if the person indemnified acted in good faith and in a manner he or she reasonably believed to be in or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. In the case of an action by or in the right of the corporation, no indemnification may be made with
respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite
the adjudication of liability such person is fairly and reasonably entitled to indemnity for such expenses which the court shall
deem proper. Section 145 further provides that to the extent a present or former director or officer of a corporation has
been successful in the defense of any action, suit or proceeding referred to above or in the defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred
by such person in connection therewith. The foregoing is only a summary of the described sections of the DGCL and is qualified
in its entirety by reference to such sections.
The
Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and Bylaws provide
that it shall indemnify each of its officers and directors to the fullest extent permitted by Section 145.
The
Company’s Certificate of Incorporation provides that no current or former director of the Company shall be personally liable
to it or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption
from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended.
Item
7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
A
list of exhibits filed with this Registration Statement on Form S-8 is set forth on the Exhibit Index and is incorporated herein
by reference.
Item
9. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement;
(2)
that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial
bona fide
offering thereof; and
(3)
to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(h)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Airport City, State of Israel, on January 12, 2018.
|
MY
SIZE, INC.
|
|
|
|
|
By:
|
/s/
Ronen Luzon
|
|
|
Ronen
Luzon
|
|
|
Chief
Executive Officer
(Principal Executive Officer)
|
|
By:
|
/s/
Or Kles
|
|
|
Or
Kles
|
|
|
Chief
Financial Officer
(Principal Financing and Accounting Officer)
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Ronen Luzon and
Or Kles, and each of them, with full power of substitution, his or her true and lawful attorney-in-fact to act for him or her
in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement,
and to file each of the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes,
as he or she could do in person, hereby ratifying and confirming all that said attorneys-in-fact or substitutes, or any of them,
may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by each of the following persons
in the capacities and on the dates indicated.
/s/
Ronen Luzon
|
|
January
12, 2018
|
Ronen
Luzon
|
|
|
Chief
Executive Officer and Director
(Principal Executive Officer)
|
|
|
|
|
|
/s/
Or Kles
|
|
January
12, 2018
|
Or
Kles
|
|
|
Chief
Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
/s/
Eli Walles
|
|
January
12, 2018
|
Eli
Walles
|
|
|
Chairman
|
|
|
|
|
|
/s/
Arik Kaufman
|
|
January
12, 2018
|
Arik
Kaufman
|
|
|
Director
|
|
|
|
|
|
/s/
Oren Elmaliah
|
|
January
12, 2018
|
Oren
Elmaliah
|
|
|
Director
|
|
|
|
|
|
/s/
Oron Branitzky
|
|
January
12, 2018
|
Oron
Branitzky
|
|
|
Director
|
|
|
EXHIBIT
INDEX
*
Filed herewith
-
6
-
My Size (NASDAQ:MYSZ)
Historical Stock Chart
From Feb 2024 to Mar 2024
My Size (NASDAQ:MYSZ)
Historical Stock Chart
From Mar 2023 to Mar 2024