Amended Current Report Filing (8-k/a)
December 27 2022 - 05:30PM
Edgar (US Regulatory)
0001211805 true 0001211805 2022-10-11
2022-10-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported):
October 11, 2022
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.)
|
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):
☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered
|
Common Stock, $0.001 par value per share |
|
MYSZ |
|
Nasdaq Capital Market |
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. ☐
Explanatory
Note
On
October 12, 2022, My Size, Inc. (the “Company”) filed a Current
Report on Form 8-K (the “Initial Form 8-K”) reporting, among other
things, the completion of the acquisition of Naiz Bespoke
Technologies, S.L. (“Naiz”) on October 11, 2022. This Amendment No.
1 to the Initial Form 8-K (this “Amendment No. 1”) amends and
supplements the Initial Form 8-K to include financial statements
and pro forma financial information required by Item 9.01(a) and
(b) of Form 8-K that were excluded from the Initial Form 8-K in
reliance on the instructions to such item.
The
unaudited pro forma combined financial information included as
Exhibit 99.3 to this Amendment No. 1 has been presented for
informational purposes only, as required by Form 8-K, and does not
purport to represent the actual results of operations that the
Company and Naiz would have achieved had the companies been
combined at and during the periods presented in the pro forma
financial information, and is not intended to project the future
results of operations that the combined company may achieve
following the acquisition.
Except
as described above, no changes have been made to the Initial Form
8-K.
Item
9.01 |
Financial
Statements and Exhibits. |
(a) |
Financial
Statements of Business Acquired.
In
accordance with Item 9.01(a), the audited financial statements of
Naiz for the years ending December 31, 2021 and 2020 are attached
hereto as Exhibit 99.1 and are incorporated herein by
reference.
In
accordance with Item 9.01(a), the unaudited financial statements of
Naiz for the nine months ended September 30, 2022 and 2021 are
attached hereto as Exhibit 99.2 and are incorporated herein by
reference.
|
|
|
(b) |
Pro
Forma Financial Information.
In
accordance with Item 9.01(b), the unaudited pro forma condensed
combined balance sheet for the year ended December 31, 2021 and the
unaudited pro forma condensed combined statement of operations for
the year ended December 31, 2021, giving effect to the Naiz
acquisition, are attached hereto as Exhibit 99.3 and are
incorporated herein by reference.
In
accordance with Item 9.01(b), the unaudited pro forma condensed
combined balance sheet as of September 30, 2022 and the unaudited
pro forma condensed combined statement of operations for the nine
months period ended September 30, 2022, giving effect to the Naiz
acquisition, are attached hereto as Exhibit 99.4 and are
incorporated herein by reference.
|
|
|
(c) |
Not
applicable. |
(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.
|
MY
SIZE, INC. |
|
|
|
Date:
December 27, 2022 |
By: |
/s/
Ronen Luzon |
|
Name: |
Ronen
Luzon |
|
Title: |
Chief
Executive Officer |
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