0001213900-16-016644.txt : 20160909 0001213900-16-016644.hdr.sgml : 20160909 20160909105717 ACCESSION NUMBER: 0001213900-16-016644 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160907 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20160909 DATE AS OF CHANGE: 20160909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: My Size, Inc. CENTRAL INDEX KEY: 0001211805 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37370 FILM NUMBER: 161878103 BUSINESS ADDRESS: STREET 1: 76 HAYARDEN ST. CITY: YASHRESH STATE: L3 ZIP: 7683800 BUSINESS PHONE: 972723331001 MAIL ADDRESS: STREET 1: 76 HAYARDEN ST. CITY: YASHRESH STATE: L3 ZIP: 7683800 FORMER COMPANY: FORMER CONFORMED NAME: Mysize Inc. DATE OF NAME CHANGE: 20150317 FORMER COMPANY: FORMER CONFORMED NAME: TOPSPIN MEDICAL INC DATE OF NAME CHANGE: 20021226 8-K 1 f8k090716_mysizeinc.htm CURRENT REPORT

UNITED STATES

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

Date of Report (Date of earliest event reported): September 7, 2016

MY SIZE, INC.

(Exact name of registrant as specified in charter)

Delaware

001-37370

N/A

(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)		(Zip Code)

Registrant’s telephone number, including area code: 972-3-600-9030

(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:

☐ 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))

Item 3.02 Unregistered Sales of Equity Securities.

On September 7, 2016, My Size, Inc. (the “Company”) issued 562,998 shares of common stock, and two-year options to purchase 562,998 shares of common stock with an exercise price of NIS 18 per share (approximately $4.79) upon the conversion of an aggregate of $1,970,500 of convertible loans. This issuance includes (i) 403,000 shares and 403,000 options issued upon conversion of $1,410,500 under the Company’s convertible loan agreement (discussed in note 6 H to the financial statements included in the Company’s 10-Q for the period ended June 30, 2016), as amended, under which the Company received 3,616,667 shares of Diamante Minerals Inc. (the “Diamante Shares”), and (ii) 159,998 shares and 159,998 options issued upon conversion of $560,000 under the Company’s convertible loan agreements with private investors (discussed in note 6 I to the financial statements included in the Company’s 10-Q for the period ended June 30, 2016).

As reported in note 6 H of the financial statements included in the Company’s 10-Q for the period ended June 30, 2016, in connection with the convertible loan discussed therein, the Company also received (in addition to 3,616,667 shares of Diamante Minerals Inc.), 4,400,000,000 shares of Inrob Tech Ltd. valued at $440,000 (the “Additional Shares”). The Company has returned the Additional Shares to the lender, such that the 403,000 shares referred to in clause (i) above were issued in consideration only for the Diamante Shares.

In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended.

SIGNATURE

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: September 9, 2016	By:	/s/ Or Kles
		Or Kles Chief Financial Officer