Filed
Pursuant to Rule 424(b)(5)
Registration No. 333-276249
PROSPECTUS
SUPPLEMENT
(To
the Prospectus dated December 29, 2023)
My
Size, Inc.
Up
to $4,100,000 of Common Stock
We
have entered into an At-the-Market Offering Agreement, or the Offering Agreement, dated January 21, 2025, with H.C. Wainwright &
Co., LLC, or the Sales Agent or Wainwright, as sales agent relating to the shares of our common stock, par value $0.001 per share,
offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Offering Agreement, we may offer and sell shares of our
common stock having an aggregate offering price of up to $4,100,000 from time to time through Wainwright acting as our sales agent.
Pursuant to this prospectus supplement, we may offer and sell shares of common stock having an aggregate offering price of up to
$4,100,000.
Sales
of common stock, if any, under this prospectus supplement will be made by any method permitted that is deemed to be an “at the
market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act,
including sales made directly on or through the Nasdaq Capital Market, or any other existing trading market in the United States for
common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to Wainwright as principal, in
negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or
in any other method permitted by law. Wainwright is not required to sell any specific number or dollar amount of securities but will
act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed
terms between Wainwright and us. The common stock to which this prospectus supplement relates will be sold through Wainwright on any
given day. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
Wainwright
will be entitled to compensation at a commission rate equal to 3.0% of the gross sales price of any shares of common stock sold under
the Offering Agreement. In connection with the sale of the ADSs on our behalf, Wainwright will be deemed to be an “underwriter”
within the meaning of the Securities Act, and the compensation of Wainwright may be deemed to be underwriting commissions or discounts.
We have also agreed to provide indemnification and contribution to Wainwright with respect to certain liabilities, including liabilities
under the Securities Act. The offering of shares of common stock pursuant to this prospectus supplement will terminate upon the earlier
of (i) the sale of all of the shares of common stock provided for in this prospectus supplement or (ii) termination of the Offering Agreement
as permitted therein. See “Plan of Distribution” beginning on page S-11 regarding the compensation to be paid to Wainwright.
Our
common stock is listed on the Nasdaq Capital Market under the symbol “MYSZ”. On January 17, 2025, the last reported sale
price of our common stock on the Nasdaq Capital Market was $2.85 per share.
The
aggregate market value of our outstanding common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 was approximately
$12,640,395, which was calculated based on 2,040,159 shares of common stock outstanding, as of January 17, 2025, of which 1,941,689 shares
were held by non-affiliates, and a price per share of $6.51 which was the closing sale price of our common stock on the Nasdaq Capital
Market on December 27, 2024. We have not offered any securities pursuant to General Instruction I.B.6. of Form S-3 during the prior 12
calendar month period that ends on and includes the date hereof.
Investing
in our securities involves a high degree of risk. You should read this prospectus supplement and the accompanying prospectus as well
as the information incorporated herein and therein by reference carefully before you make your investment decision. See “Risk Factors”
beginning on page S-6 of this prospectus supplement and on page 2 of the accompanying prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.
H.C.
Wainwright & Co.
The
date of this prospectus supplement is January 21, 2025
TABLE
OF CONTENTS
Prospectus
Supplement
Prospectus
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering and also adds to and
updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement
and the accompanying prospectus concerning My Size, Inc. The second part is the accompanying prospectus, dated December 29, 2023, including
the documents incorporated by reference therein, which provides more general information, some of which may not apply to this offering.
Generally, when we refer to this prospectus, we are referring to both parts of this document combined together with all documents incorporated
by reference. If the description of the offering varies between this prospectus supplement, on the one hand, and the accompanying prospectus,
or in any document incorporated by reference that was filed with the Securities and Exchange Commission, or SEC, before the date of this
prospectus supplement, on the other hand, you should rely on the information contained in this prospectus supplement. However, if any
statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document
incorporated by reference into this prospectus supplement or the accompanying prospectus — the statement in the document having
the later date modifies or supersedes the earlier statement.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or
covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such
representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
You
should rely only on the information contained in or incorporated by reference into this prospectus supplement or contained in or incorporated
by reference into the accompanying prospectus to which we have referred you. Neither we nor the Sales Agent have authorized anyone to
provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely
on it. We may authorize one or more “free writing prospectuses” (i.e. written communications concerning the offering that
are not part of this prospectus supplement) that may contain certain material information relating to this offering. The information
contained in, or incorporated by reference into, this prospectus supplement and contained in, or incorporated by reference into, the
accompanying prospectus is accurate only as of the respective dates thereof, regardless of the time of delivery of this prospectus supplement
and the accompanying prospectus or of any sale of securities. It is important for you to read and consider all information contained
in this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein,
in making your investment decision. You should also read and consider the information in the documents to which we have referred you
under the captions “Where You Can Find More Information” and “Incorporation of Documents by Reference” in this
prospectus supplement and in the accompanying prospectus.
We
are offering to sell, and are seeking offers to buy, securities only in jurisdictions where such offers and sales are permitted. The
distribution of this prospectus supplement and the accompanying prospectus and the offering of securities in certain jurisdictions or
to certain persons within such jurisdictions may be restricted by law. Persons outside the United States who come into possession of
this prospectus supplement and the accompanying prospectus must inform themselves about and observe any restrictions relating to the
offering of securities and the distribution of this prospectus supplement and the accompanying prospectus outside the United States.
This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell,
or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person
in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
These
securities are not being offered in Israel. This offering or this prospectus are not, and under no circumstances are to be construed
as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only
in accordance with the Israeli Securities Law 5728-1968, or the Israeli Securities Law (which requires, among other things, the filing
of a prospectus in Israel or an exemption therefrom). This document does not constitute a prospectus under the Israeli Securities
Law and has not been filed with or approved by the Israel Securities Authority.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement and any accompanying prospectus, including the documents that we incorporate by reference, contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended, or the Exchange Act. Such forward-looking statements include those that express plans, anticipation,
intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. These forward-looking
statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties
known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements.
In
some cases, you can identify forward-looking statements by terminology, such as “expects,” “anticipates,” “intends,”
“estimates,” “plans,” “believes,” “seeks,” “may,” “should,” “could”
or the negative of such terms or other similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties
that could cause actual results to differ materially from those expressed in such statements. Any forward-looking statements are only
estimates or predictions of future events based on information currently available to our management and management’s current beliefs
about the potential outcome of future events.
You
should read this prospectus supplement, the accompanying prospectus and the documents that we reference herein and therein and have
filed as exhibits to the registration statement, of which this prospectus supplement forms a part, completely and with the
understanding that our actual future results may be materially different from what we expect. You should assume that the information
appearing in this prospectus supplement and any accompanying prospectus is accurate as of the date on the front cover of this
prospectus supplement. Because the risk factors referred to above, as well as the risk factors referred to on page S-6 of this
prospectus supplement and incorporated herein by reference, could cause actual results or outcomes to differ materially from those
expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking
statements. Further, any forward-looking statement speaks only as of the date on which it is made, and except as may be required
under applicable securities laws, we undertake no obligation to update any forward-looking statement to reflect events or
circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge
from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of
each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. We qualify all of the information presented in this prospectus
supplement and the accompanying prospectus, and particularly our forward-looking statements, by these cautionary
statements.
PROSPECTUS
SUPPLEMENT SUMMARY
The
following summary highlights certain of the information contained elsewhere in or incorporated by reference into this prospectus. Because
this is only a summary, however, it does not contain all the information you should consider before investing in our securities and it
is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere in or incorporated
by reference into this prospectus. Before you make an investment decision, you should read this entire prospectus carefully, including
the risks of investing in our securities discussed under the section of this prospectus entitled “Risk Factors” and similar
headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information
incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of
which this prospectus is a part.
Unless
the context otherwise requires, references to “we,” “our,” “us,” “My Size” or the “Company”
in this prospectus mean My Size, Inc. on a consolidated basis with its wholly-owned subsidiaries, My Size (Israel) 2014 Ltd., My Size
LLC, Orgad International Marketing Ltd, Rotrade Ltd., and Naiz Bespoke Technologies, S.L., as applicable.
Overview
We
are an omnichannel e-commerce platform and provider of AI-driven SaaS measurement solutions, including MySizeID and our subsidiaries,
Naiz Fit, which provides SaaS technology solutions that solve size and fit issues and AI solutions for smarter design through data driven
decisions for fashion ecommerce companies, and Orgad, an online retailer operating in the global markets. To date, we have generated
almost all our revenue as a third-party seller on Amazon. Our advanced software and solutions assists us in supply chain, identifying
products that can drive growth and provides a user-friendly experience and best customer service.
We
are currently focused on driving the commercialization of the Naiz Fit technology which, enables shoppers to generate highly accurate
measurements of their body to find the accurate fitting apparel by using our Naiz Fit Widget, a simple questionnaire which uses a database
collected over the years and allows buyers to know what size to pick when buying online, reducing returns and increasing conversion rates
of sellers.
Naiz
Fit syncs the user’s measurement data to a sizing model generated with our proprietary Garment Modelling technology for each item
sold on the ecommerce, and only presents items for purchase that match their measurements to ensure a correct fit.
We
are positioning ourselves as a consolidator of sizing solutions and new digital experience due to new developments for the fashion industry
needs. Our other product offerings include First Look Smart Mirror for physical stores and Smart Catalog to empower brand design teams,
which are designed to increase end consumer satisfaction, contributing to a sustainable world and reduce operation costs. We also recently
launched True Feedback, a Go-To-market solution that extracts data from our Naiz Community mystery shoppers to fine-tune the customer
experience offered to fashion buyers, both online and offline.
Recent
Developments
In
October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on
civilian and military targets. Hamas also launched extensive rocket attacks on the Israeli population and industrial centers located
along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in thousands
of deaths and injuries, and Hamas additionally kidnapped many Israeli civilians and soldiers. Following the attack, Israel’s
security cabinet declared war against Hamas and commenced a military campaign against Hamas and other terrorist organizations in
parallel to their continued rocket and terror attacks. In addition, since the commencement of these events, there have been
continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and on other fronts
from various extremist groups in region, such as the Houthi movement in Yemen and various rebel militia groups in Syria and Iraq.
Israel has carried out a number of targeted strikes on sites belonging to these terror organizations and in October 2024, Israel
began limited ground operations against Hezbollah in Lebanon. In addition, Iran recently launched direct attacks on Israel involving
hundreds of drones and missiles and has threatened to continue to attack Israel and is widely believed to be developing nuclear
weapons. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in
Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria and Iraq. Such clashes may escalate in the future
into a greater regional conflict. To date, security situation in Israel has had an immaterial effect on our operations and financial
results. This is attributable to our offices in Spain, which has become a hub for our sizing
solutions business and the majority of Orgad’s inventory utilizes fulfillment by Amazon rather than fulfilling
directly.
Company
Information
We
were incorporated in the State of Delaware and commenced operations in September 1999 under the name Topspin Medical, Inc. In December
2013, we changed our name to Knowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to My Size, Inc. Our principal
executive offices are located at 4 HaNegev, POB 1026, Airport City, Israel 7010000, and our telephone number is +972-3-600-9030. Our
website address is www.MySizeID.com. The information on our website is not part of this prospectus. We have included our website address
as a factual reference and do not intend it to be an active link to our website.
THE
OFFERING
| Common
stock offered by us |
|
Shares
of our common stock with aggregate gross sale proceeds of up to $4,100,000. |
| |
|
|
| |
|
|
| Common
stock outstanding prior to offering |
|
2,040,159
as of January 17, 2025 |
| |
|
|
| Common
stock to be outstanding immediately after this offering |
|
Up
to 3,478,756 shares, after giving effect to the assumed sale of 1,438,597 shares of our common
stock at a price of $2.85 per share, which was the closing price of our common stock on the
Nasdaq Capital Market on January 17, 2025. The actual number of shares issued will vary depending
on the price at which shares may be sold from time to time during this offering.
|
| |
|
|
| Form
of Offering |
|
The
Sales Agent may, according to the terms of the Offering Agreement, sell the shares of our
common stock offered under this prospectus supplement in an “at-the-market” offering.
|
| |
|
|
| Use
of proceeds |
|
We
intend to use the net proceeds of this offering for working capital and general corporate
purposes. See “Use of Proceeds” on page S-9.
|
| |
|
|
| Risk
factors |
|
Investing
in our securities is highly speculative and involves a high degree of risk. You should carefully
consider the information set forth in the “Risk Factors” section beginning on
page S-6 of this prospectus supplement and other information included or incorporated by
reference into this prospectus supplement before deciding to invest in our securities.
|
| |
|
|
Nasdaq
Capital Market
Trading Symbol for our
Common Stock
|
|
MYSZ.
|
The
number of shares of common stock to be outstanding immediately after this offering is based on 2,040,159 shares of common stock outstanding
as of January 17, 2025 and excludes as of such date:
| ● | 13,788
shares of common stock issuable upon the exercise of outstanding stock options under our
2017 Equity Incentive Plan and 2017 Consultant Equity Incentive Plan at a weighted-average
exercise price of $9.14 per share; and |
| | | |
| ● | warrants
to purchase 813,971 shares of common stock at a weighted average exercise price of $13.53
per share. |
Unless
otherwise stated, all information in this prospectus supplement assumes no exercise of the outstanding options or warrants into shares
of common stock as described above.
RISK
FACTORS
You
should carefully consider the risks described below before making an investment decision. The risks described below are not the only
ones we face. Additional risks we are not presently aware of or that we currently believe are immaterial may also impair our business
operations. Our business could be harmed by any of these risks. The trading price of our common stock could decline due to any of these
risks, and you may lose all or part of your investment. In assessing these risks, you should also refer to the risk factors and other
information contained or incorporated by reference into this prospectus supplement and the accompanying prospectus, specifically including
the risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 4, 2024
and the financial statements and related notes filed therewith.
Risks
Relating to this Offering
Management
will have broad discretion as to the use of the net proceeds from this offering, and we may not use the proceeds effectively.
Our
management will have broad discretion as to the application of the net proceeds and could use them for purposes other than those contemplated
at the time of this offering. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the
net proceeds. Moreover, our management may use the net proceeds for corporate purposes that may not increase our results of operations
or the market value of our common stock. Our failure to apply these funds effectively could have a material adverse effect on our business,
delay the development of our products and cause the price of our common stock to decline.
If
we raise additional capital in the future, your ownership in us could be diluted.
In
order to raise additional capital, we may at any time, including during this offering, offer additional shares of common stock or other
securities convertible into or exchangeable for our shares of common stock at prices that may not be the same as the price per share
in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share
paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing
shareholders, including investors who purchase shares of common stock in this offering. The price per share at which we sell additional
shares of common stock or securities convertible into shares of common stock in future transactions may be higher or lower than the price
per share in this offering.
Until
such time, if ever, as we can generate substantial revenue from our operations, we anticipate financing our cash needs through a combination
of equity offerings, debt financings and license agreements. To the extent that we raise additional capital through the further sale
of equity securities or convertible debt securities, your ownership interest will be diluted.
Sales
of a substantial number of our shares of common stock in the public market could cause our stock price to fall.
We
may issue and sell additional shares of common stock in the public markets, including during this offering. As a result, a substantial
number of our shares of common stock may be sold in the public market. Sales of a substantial number of our shares of common stock in
the public markets, including during this offering, or the perception that such sales could occur, could depress the market price of
our shares of common stock and impair our ability to raise capital through the sale of additional equity securities.
The
exercise of our outstanding options and warrants will dilute stockholders and could decrease our stock price.
The
exercise of our outstanding options and warrants may adversely affect our stock price due to sales of a large number of shares or the
perception that such sales could occur. These factors also could make it more difficult to raise funds through future offerings of our
securities, and could adversely impact the terms under which we could obtain additional equity capital. Exercise of outstanding options
and warrants, vesting of outstanding restricted stock units or any future issuance of additional shares of common stock or other equity
securities, including but not limited to options, warrants, restricted stock units or other derivative securities convertible into our
common stock, may result in significant dilution to our stockholders and may decrease our stock price.
The
common stock offered hereby will be sold in “at-the-market” offerings, and investors who buy shares at different times will
likely pay different prices.
Investors
who purchase shares in this offering at different times will likely pay different prices, and so may experience different outcomes in
their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold,
and there is no minimum or maximum sales price. Investors may experience a decline in the value of their shares as a result of share
sales made at prices lower than the prices they paid.
The
actual number of shares we will issue under the Offering Agreement, at any one time or in total, is uncertain.
Subject
to certain limitations in the Offering Agreement and compliance with applicable law, we have the discretion to deliver a sales notice
to the Sales Agent at any time throughout the term of the Offering Agreement. The number of shares that are sold by the Sales Agent after
delivering a sales notice will fluctuate based on the market price of the common stock during the sales period and limits we set with
Wainwright. Because the price per share of each share sold will fluctuate based on the market price of our common stock during the sales
period, it is not possible at this stage to predict the number of shares that will be ultimately issued.
Risks
Relating to Our Operations in Israel
Conditions
in the Middle East and in Israel may harm our operations.
Our
headquarters and some of our operations are located in Israel, and therefore, political, economic and military conditions in Israel may
affect our operations and results.
Our
headquarters and some of our operations are located in central Israel and our key employees, officers and directors are residents of
Israel. Accordingly, political, economic and military conditions in Israel and the surrounding region may directly affect our business
and operations. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and
its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of trade within Israel or between Israel and
its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raise
capital.
In
particular, in October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of
attacks on civilian and military targets. Hamas also launched extensive rocket attacks on the Israeli population and industrial centers
located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in thousands
of deaths and injuries, and Hamas additionally kidnapped many Israeli civilians and soldiers. Following the attack, Israel’s security
cabinet declared war against Hamas and commenced a military campaign against Hamas and these terrorist organizations in parallel continued
rocket and terror attacks. As a result of the events of October 7, 2023, the Israeli government declared that the country was at war
and the Israeli military began to call-up reservists for active duty. None of our full-time or part-time employees in Israel were called
up for reserve service. Military service call ups that result in absences of personnel from us for an extended period of time may materially
and adversely affect our business, prospects, financial condition and results of operations.
Since
the war broke out on October 7, 2023, our operations have not been adversely affected by this situation, and we have not experienced
disruptions to our business operations. In particular, most of our operations are in Spain. However, the intensity and duration of Israel’s
current war against Hamas is difficult to predict at this stage, as are such war’s economic implications on our business and operations
and on Israel’s economy in general. If the war extends for a long period of time or expands to other fronts, such as Lebanon, Syria
and the West Bank, our operations may be adversely affected.
In
addition, since the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon
(with the Hezbollah terror organization) and on other fronts from various extremist groups in region, such as the Houthi movement in
Yemen and various rebel militia groups in Syria and Iraq. Israel has carried out a number of targeted strikes on sites belonging to these
terror organizations and in October 2024, Israel began limited ground operations against Hezbollah in Lebanon. In addition, Iran launched
direct attacks on Israel involving hundreds of drones and missiles and has threatened to continue to attack Israel and is widely believed
to be developing nuclear weapons. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas
in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria. Although there are ceasefires
with Hamas and Hezbollah, hostilities could break out at any moment and these situations may potentially escalate in the future to more
violent events which may affect Israel and us. Any armed conflicts, terrorist activities or political instability in the region could
adversely affect business conditions, could harm our results of operations and could make it more difficult for us to raise capital.
Parties with whom we do business may decline to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative
arrangements when necessary in order to meet our business partners face to face. In addition, the political and security situation in
Israel may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform
their commitments under those agreements pursuant to force majeure provisions in such agreements. Further, in the past, the State of
Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel
and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition
or the expansion of our business. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its
trading partners could adversely affect our operations and results of operations. In recent years, the hostilities involved missile strikes
against civilian targets in various parts of Israel, including areas in which our employees and some of our consultants are located,
and negatively affected business conditions in Israel.
Our
commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle
East. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks
or acts of war, we cannot assure you that this government coverage will be maintained. Any losses or damages incurred by us could have
a material adverse effect on our business. Any armed conflicts or political instability in the region would likely negatively affect
business conditions and could harm our results of operations.
The
continued political instability and hostilities between Israel and its neighbors and any future armed conflict, terrorist activity or
political instability in the region could adversely affect our operations in Israel and adversely affect the market price of our shares
of common stock. In addition, several organizations and countries may restrict doing business with Israel and Israeli companies have
been and are today subjected to economic boycotts. The interruption or curtailment of trade between Israel and its present trading partners
could adversely affect our business, financial condition and results of operations.
Finally,
political conditions within Israel may affect our operations. Israel has held five general elections between 2019 and 2022, and prior
to October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political
debate and unrest. To date, these initiatives have been substantially put on hold. Actual or perceived political instability in Israel
or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy and,
in turn, our business, financial condition, results of operations and growth prospects.
USE
OF PROCEEDS
We
may issue and sell shares of our common stock having aggregate sales proceeds of up to $4,100,000 from time to time. The amount of proceeds
from this offering will depend upon the number of shares of common stock sold and the market price at which they are sold. There can
be no assurance that we will be able to sell any shares under or fully utilize the Offering Agreement with the Sales Agent.
We
intend to use the net proceeds from the sale of the securities offered under this prospectus for working capital and for general corporate
purposes.
Although
we have identified some potential uses of the net proceeds to be received upon completion of this offering, we cannot specify these uses
with certainty. Our management will have broad discretion in the application of the net proceeds from this offering and could use them
for purposes other than those contemplated at the time of this offering. Our stockholders may not agree with the manner in which our
management chooses to allocate and spend the net proceeds. Moreover, our management may use the net proceeds for corporate purposes that
may not result in our being profitable or increase our market value. Pending any use, as described above, we intend to invest the net
proceeds in high-quality, short-term, interest-bearing securities.
DIVIDEND
POLICY
We
have never declared or paid cash dividends on our capital stock. We currently intend to retain our future earnings, if any, for use in
our business and therefore do not anticipate paying cash dividends in the foreseeable future. Payment of future dividends, if any, will
be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating
results, current and anticipated cash needs and plans for expansion.
PLAN
OF DISTRIBUTION
We
have entered into the Offering Agreement, dated as of January 21, 2025, with Wainwright as our sales agent pursuant to this prospectus
supplement. Sales of our shares of common stock, if any, will be made by any method permitted by law deemed to be an “at-the-market
offering” as defined in Rule 415 promulgated under the Securities Act, including sales made directly on the Nasdaq Capital Market,
the trading market for our shares of common stock, or any other existing trading market in the United States for our shares of commons
stock, or sales made to or through a market maker other than on an exchange or otherwise, directly to Wainwright as principal, in negotiated
transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any other
method permitted by law or otherwise, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at
the time of sale or at prices related to such prevailing market prices and/or in any other method permitted by law.
Wainwright
will offer shares of common stock at prevailing market prices subject to the terms and conditions of the Offering Agreement as agreed
upon by us and Wainwright. We will designate the number of shares of common stock which we desire to sell, the time period during which
sales are requested to be made, any limitation on the number of ADSs that may be sold in one day and any minimum price below which sales
may not be made. Subject to the terms and conditions of the Offering Agreement, Wainwright will use its commercially reasonable efforts
consistent with its normal trading and sales practices and applicable law and regulations to sell on our behalf all of the shares of
common stock requested to be sold by us. We or Wainwright may suspend the offering of the shares of common stock being made through Wainwright
under the Offering Agreement upon proper notice to the other party.
Settlement
for sales of shares of common stock will occur on the first trading day or such other settlement cycle as may be in effect under Exchange
Act from time to time, following the date on which any sales are made, or on some other date that is agreed upon by us and Wainwright
in connection with a particular transaction, in return for payment of the net proceeds to us. Sales of the shares of common stock as
contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means
as we and Wainwright may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
We
will pay Wainwright a cash commission equal to 3.0% of the gross sales price of the shares of common stock sold by Wainwright under the
Offering Agreement. Because there is no minimum offering amount required as a condition to this offering, the actual total public offering
amount, sales commissions and proceeds to us, if any, are not determinable at this time. Pursuant to the terms of the Offering Agreement,
we agreed to reimburse Wainwright for the reasonable fees and expenses of its legal counsel incurred in connection with entering into
the transactions contemplated by the Offering Agreement in an amount not to exceed $50,000. In addition, we have agreed to reimburse
Wainwright up to $25,000 for each program “refresh” (filing of a new registration statement, prospectus or prospectus supplement
relating to the shares of common stock to be sold pursuant to the Offering Agreement and/or an amendment of the Offering Agreement) and
up to a maximum of $2,500 per due diligence update session conducted in connection with each date we file a Quarterly Report on Form
10-Q and $5,000 per due diligence update session conducted in connection with each date we file our Annual Report on Form 10-K, plus
any incidental expense incurred by the Manager in connection therewith. We estimate that the total expenses for the offering payable
by us, excluding commissions and other fees payable to Wainwright under the terms of the Offering Agreement, will be approximately $290,000,
assuming we sell the entire amount offered pursuant to this prospectus supplement and the accompanying prospectus.
We
will report at least quarterly the number of shares of common stock sold through Wainwright under the Offering Agreement, the net proceeds
to us and the compensation paid by us to Wainwright in connection with the sales of shares of common stock under the Offering Agreement.
In
connection with the sales of shares of common stock on our behalf, Wainwright will be deemed to be an “underwriter” within
the meaning of the Securities Act, and the compensation paid to Wainwright will be deemed to be underwriting commissions or discounts.
We have agreed in the Offering Agreement to provide indemnification and contribution to Wainwright against certain liabilities, including
liabilities under the Securities Act.
The
offering of the shares of common stock pursuant to this prospectus supplement will terminate upon the earlier of (i) the sale of all
of the shares of common stock provided for in this prospectus supplement or (ii) termination of the Offering Agreement as permitted therein.
To
the extent required by Regulation M, Wainwright will not engage in any market making activities involving the shares of common stock
while the offering is ongoing under this prospectus supplement.
From
time to time, Wainwright and its affiliates have and may provide in the future various advisory, investment and commercial banking and
other services to us in the ordinary course of business, for which they have received and may continue to receive customary fees and
commissions. However, we have no present arrangements with Wainwright for any further services. In addition, in the ordinary course of
its various business activities, Wainwright and its affiliates may make or hold a broad array of investments and actively trade debt
and equity securities (or related derivative securities) and financial instruments (which may include bank loans) for their own account
and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours
or our affiliates. Wainwright or its affiliates may also make investment recommendations and/or publish or express independent research
views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short
positions in such securities and instruments.
The
foregoing description of the Offering Agreement is only a summary, does not purport to be complete and is qualified in its entirety by
reference to such, a copy of which will be attached as an exhibit to our Current Report on Form 8-K being filed with the SEC in connection
with this offering.
This
prospectus supplement in electronic format may be made available on a website maintained by Wainwright and Wainwright may distribute
this prospectus supplement electronically.
The
transfer agent for our shares of common stock is VStock Transfer, LLC.
LEGAL
MATTERS
The
validity of the issuance of the securities offered hereby will be passed upon for us by Greenberg Traurig, P.A., Tel Aviv, Israel. Ellenoff
Grossman & Schole LLP, New York, New York is counsel for Wainwright in connection with this offering.
EXPERTS
The
consolidated financial statements of My Size, Inc. and subsidiaries as of December 31, 2023 and 2022, and for each of the years in the
two-year period ended December 31, 2023, have been incorporated by reference herein in reliance upon the report of Somekh Chaikin, a
member firm of KPMG International, independent registered public accounting firm, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing. The audit report covering the December 31, 2023 consolidated financial statements
contains an explanatory paragraph that states that the Company has incurred significant losses and negative cash flows from operations
and has an accumulated deficit that raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the outcome of that uncertainty.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus supplement and the accompanying prospectus are part of the registration statement on Form S-3 we filed with the Securities
and Exchange Commission, under the Securities Act, and do not contain all the information set forth in the registration statement. Whenever
a reference is made in this prospectus supplement or the accompanying prospectus to any of our contracts, agreements or other documents,
the reference may not be complete, and you should refer to the exhibits that are a part of the registration statement or the exhibits
to the reports or other documents incorporated by reference into this prospectus supplement and the accompanying prospectus for a copy
of such contract, agreement or other document. You may inspect a copy of the registration statement, including the exhibits and schedules,
without charge, at the SEC’s public reference room mentioned below, or obtain a copy from the SEC upon payment of the fees prescribed
by the SEC.
Because
we are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly and special reports, proxy
statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website
at www.sec.gov.
We
also maintain a web site at www.MySizeID.com, through which you can access our SEC filings. The information set forth on our web
site is not part of this prospectus supplement.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information into this prospectus. This means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The information that we incorporate by reference is considered
to be part of this prospectus. Because we are incorporating by reference our future filings with the SEC, this prospectus is continually
updated and those future filings may modify or supersede some or all of the information included or incorporated in this prospectus.
This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this
prospectus or in any document previously incorporated by reference have been modified or superseded.
| ● | our
Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC
on April 1, 2024; |
| | | |
| ● | our
Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024, June 30, 2024,
and September 30, 2024, as filed with the SEC on May 15, 2024, August 12, 2024, November 14, 2024, respectively; |
| | | |
| ● | our
Current Reports on Form 8-K (excluding any reports or portions thereof that are deemed to
be furnished and not filed) filed on January 17, 2024, February 16, 2024, April 15, 2024,
May 7, 2024, May 16, 2024, August 14, 2024, December 27, 2024, December 30, 2024, December 31, 2024, and January 16, 2025; |
| | | |
| ● | our
definitive proxy statement on Schedule 14A relating to our 2024 annual meeting of stockholders
filed on November 4, 2024; |
| | | |
| ● | the
description of our common stock, which is contained in the registration statement contained
in Exhibit 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed
with the SEC on March 19, 2020, and any amendment or report filed for the purpose of further
updating that description. |
All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in this prospectus
supplement, prior to the termination of this offering, but excluding any information furnished to, rather than filed with, the SEC, will
also be incorporated by reference into this prospectus supplement and deemed to be part of this prospectus supplement from the date of
the filing of such reports and documents.
Notwithstanding
the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, is
not incorporated by reference in this prospectus.
We
will provide without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of any
or all of the reports or documents that have been incorporated by reference in this prospectus but not delivered with this prospectus
(other than an exhibit to these filings, unless we have specifically incorporated that exhibit by reference in this prospectus). You
may request a copy of any or all of these filings, at no cost, by writing or telephoning us at: HaNegev 4, POB 1026 Airport City, Israel,
7010000 or +972-3-600-9030, respectively. You may also access the documents incorporated by reference in this prospectus through our
website at www.mysizeid.com. Except for the specific incorporated documents listed above, no information available on or through our
website shall be deemed to be incorporated in this prospectus or the registration statement of which it forms a part.
The
information about us contained in this prospectus supplement should be read together with the information in the documents incorporated
by reference. Descriptions contained in the incorporated documents as to the contents of any contract
or other document may not contain all of the information which is of interest to you. You should refer to the copy of such contract or
other document filed as an exhibit to our filings.
PROSPECTUS
MY
SIZE, INC.
$100,000,000
Common
Stock
Debt
Securities
Warrants
Units
We
may offer and sell, from time to time in one or more offerings, any combination of common stock, debt securities, warrants to purchase
common stock or debt securities, or any combination of the foregoing, either individually or as units comprised of one or more of the
other securities, having an aggregate initial offering price not exceeding $100,000,000. We refer to the common stock, the debt securities,
the warrants to purchase common stock and the units collectively as the securities.
This
prospectus provides a general description of the securities we may offer. Other than in connection with the exercise of certain outstanding
warrants each time we sell a particular class or series of securities, we will provide specific terms of the securities offered in a
supplement to this prospectus. The prospectus supplement and any related free writing prospectus may also add, update or change information
contained in this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these
offerings. You should read carefully this prospectus, the applicable prospectus supplement and any related free writing prospectus, as
well as any documents incorporated by reference herein or therein before you invest in any of our securities.
This
prospectus may not be used to offer or sell our securities unless accompanied by a prospectus supplement relating to the offered securities.
We
may, from time to time, offer to sell the securities, through public or private transactions, directly or through underwriters, agents
or dealers, on or off the Nasdaq Capital Market, at prevailing market prices or at privately negotiated prices. If any underwriters,
agents or dealers are involved in the sale of any of these securities, the applicable prospectus supplement will set forth the names
of the underwriter, agent or dealer and any applicable fees, commissions or discounts.
Our
common stock is presently listed on both the Nasdaq Capital Market under the symbol “MYSZ” and on the Tel Aviv Stock Exchange,
or the TASE, under the symbol “MYSZ.” On December 21, 2023, the last reported sale price of our common stock on the Nasdaq
Capital Market was $0.67. On December 21, 2023, the last reported sale price of our shares of common stock on the TASE was NIS 2.545
or $0.71 per share (based on the exchange rate reported by the Bank of Israel on the same day).
The
applicable prospectus supplement will contain information, where applicable, as to any other listing on the Nasdaq Capital Market or
any securities market or other exchange of the securities, if any, covered by the prospectus supplement.
The
aggregate market value of our outstanding common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 was approximately
$3 million, which was calculated based on 3,621,792 shares of common stock outstanding, as of December 21, 2023, of which 3,354,032 shares
were held by non-affiliates, and a price per share of $0.97 which was the closing sale price of our common stock on the Nasdaq Capital
Market on November 2, 2023. We have sold securities with an aggregate market value of approximately $1.35 million pursuant to General
Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof.
Investing
in our securities involves various risks. See “Risk Factors” contained herein for more information on these risks. Additional
risks will be described in the related prospectus supplements under the heading “Risk Factors”. You should review that
section of the related prospectus supplements for a discussion of matters that investors in our securities should consider.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed
upon the adequacy or accuracy of this prospectus or any accompanying prospectus supplement. Any representation to the contrary is a criminal
offense.
The
date of this prospectus is , 2023.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) under
the Securities Act of 1933, as amended (the “Securities Act”) using a “shelf” registration process. Under this
shelf registration process, we may from time to time sell common stock, debt securities or warrants to purchase common stock, debt securities,
or any combination of the foregoing, either individually or as units comprised of one or more of the other securities, in one or more
offerings up to a total dollar amount of $100,000,000. We have provided to you in this prospectus a general description of the securities
we may offer. Each time we sell securities under this shelf registration, we will, to the extent required by law, provide a prospectus
supplement that will contain specific information about the terms of that offering, including the prices and terms of the securities
we offer. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating
to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may
also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this
prospectus. To the extent there is a conflict between the information contained in this prospectus and the prospectus supplement or any
related free writing prospectus, you should rely on the information in the prospectus supplement or the related free writing prospectus;
provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date —
for example, a document incorporated by reference in this prospectus or any prospectus supplement or any related free writing prospectus
— the statement in the document having the later date modifies or supersedes the earlier statement.
We
have not authorized any dealer, agent or other person to give any information or to make any representation other than those contained
or incorporated by reference in this prospectus, any accompanying prospectus supplement or any related free writing prospectus that we
may authorize to be provided to you. You must not rely upon any information or representation not contained or incorporated by reference
in this prospectus or an accompanying prospectus supplement, or any related free writing prospectus that we may authorize to be provided
to you. This prospectus, the accompanying prospectus supplement and any related free writing prospectus, if any, do not constitute an
offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do
this prospectus, the accompanying prospectus supplement or any related free writing prospectus, if any, constitute an offer to sell or
the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation
in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement or
any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any
information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference
(as our business, financial condition, results of operations and prospects may have changed since that date), even though this prospectus,
any applicable prospectus supplement or any related free writing prospectus is delivered or securities are sold on a later date.
As
permitted by the rules and regulations of the SEC, the registration statement, of which this prospectus forms a part, includes additional
information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the
SEC’s web site or at the SEC’s offices described below under the heading “Where You Can Find Additional Information.”
We
implemented a 1-for-25 reverse stock split of our outstanding shares of common stock that was effective for Nasdaq Capital Market purposes
at the open of business on December 8, 2022. All share and related option and warrant information presented in this prospectus have been
retroactively adjusted to reflect the reduced number of shares and the increase in the share price which resulted from this action.
This
prospectus and the information incorporated by reference herein and therein include trademarks, service marks and trade names owned by
us or other companies. Solely for convenience, trademarks referred to in this prospectus, including logos, artwork, and other visual
displays, may appear without the ® or ™ symbols. We do not intend our use or display of other companies’ trade names
or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. All trademarks, service marks
and trade names included or incorporated by reference into this prospectus or an accompanying prospectus supplement are the property
of their respective owners.
Unless
the context otherwise requires, references to “we,” “our,” “us,” “My Size” or the “Company”
in this prospectus mean My Size, Inc. on a consolidated basis with its wholly-owned subsidiaries, My Size (Israel) 2014 Ltd., Orgad International
Marketing Ltd, and Naiz Bespoke Technologies, S.L., as applicable.
OUR
BUSINESS
This
summary highlights selected information contained elsewhere in this prospectus that we consider important. This summary does not contain
all of the information you should consider before investing in our securities. You should read this summary together with the entire
prospectus, including the risks related to our business, our industry, investing in our shares of common stock and our location in Israel,
that we describe under “Risk Factors” and our consolidated financial statements and the related notes before making an investment
in our securities.
Overview
We
are an omnichannel e-commerce platform and provider of AI-driven SaaS measurement solutions, including MySizeID and our recently acquired
subsidiaries, Naiz Fit, which provides SaaS technology solutions that solve size and fit issues and AI solutions for smarter design through
data driven decisions for fashion ecommerce companies, and Orgad, an online retailer operating in the global markets. To date, we have
generated almost all our revenue as a third-party seller on Amazon. Our advanced software and solutions assists us in supply chain, identifying
products that can drive growth and provides a user-friendly experience and best customer service.
Our
flagship innovative tech products, MySizeID, enables shoppers to generate highly accurate measurements of their body to find the accurate
fitting apparel by using our application on their mobile phone or through the MySizeID Widget: a simple questionnaire which uses a database
collected over the years.
MySizeID
syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a white labeled) mobile application,
and only presents items for purchase that match their measurements to ensure a correct fit.
We
are positioning ourselves as a consolidator of sizing solutions and a provider of a new digital experience due to recent technological
developments for the fashion industry needs. Our other product offerings include First Look Smart Mirror for physical stores and Smart
Catalog to empower brand design teams, which are designed to increase end consumer satisfaction, contributing to a sustainable world
and reducing operation costs.
Company
Information
We
were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our
name to Knowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc. Subsequently, in February 2014,
the Company changed its name to My Size, Inc. Our principal executive offices are located at HaYarden 4, POB 1026, Airport City, Israel,
7010000, and our telephone number is +972-3-600-9030. Our website address is www.MySizeID.com. The information on our website is
not part of this prospectus. We have included our website address as a factual reference and do not intend it to be an active link to
our website.
RISK
FACTORS
Before
purchasing any of the securities you should carefully consider the risk factors incorporated by reference in this prospectus from our
most recent Annual Report on Form 10-K and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K, as well as the
risks, uncertainties and additional information set forth in our SEC reports on Forms 10-K, 10-Q and 8-K and in the other documents incorporated
by reference in this prospectus. For a description of these reports and documents, and information about where you can find them, see
“Where You Can Find More Information” and “Incorporation of Documents By Reference.” Additional risks not presently
known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results
of operations, business and prospects.
FORWARD-LOOKING
STATEMENTS
This
prospectus, including the documents that we incorporate by reference, contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934,
as amended, or the Exchange Act. Any statements in this prospectus and any accompanying prospectus supplement about our expectations,
beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements.
These statements are often, but not always, made through the use of words or phrases such as “believe,” “will,”
“expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.”
For example, statements concerning financial condition, possible or assumed future results of operations, growth opportunities, industry
ranking, plans and objectives of management, markets for our common stock and future management and organizational structure are all
forward-looking statements. Forward-looking statements are not guarantees of performance. They involve known and unknown risks, uncertainties
and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results,
levels of activity, performance or achievements expressed or implied by any forward-looking statement.
Any
forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this prospectus and
any accompanying prospectus supplement. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially
from estimates or projections contained in the forward-looking statements include but are not limited to:
| |
● |
our
history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable
terms, or at all; |
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|
|
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risks
related to our ability to continue as a going concern; |
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|
|
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the
new and unproven nature of the measurement technology markets; |
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|
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our
ability to achieve customer adoption of our products; |
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|
|
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● |
our
ability to realize the benefits of our acquisitions of Orgad and Naiz; |
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|
|
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● |
our
dependence on assets we purchased from a related party; |
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|
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● |
our
ability to enhance our brand and increase market awareness; |
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|
|
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● |
our
ability to introduce new products and continually enhance our product offerings; |
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|
|
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● |
the
success of our strategic relationships with third parties; |
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|
|
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● |
information
technology system failures or breaches of our network security; |
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|
|
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competition
from competitors; |
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|
|
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our
reliance on key members of our management team; |
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|
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● |
current
or future litigation; |
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|
|
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● |
current
or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated
liquidity risk; and |
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|
|
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● |
the
impact of the political and security situation in Israel on our business; and |
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|
|
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● |
other
factors described in the documents incorporated by reference in this prospectus and any prospectus supplement.. |
The
foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking
statements. You should read this prospectus and the documents that we reference herein and have filed as exhibits to the registration
statement, of which this prospectus is part, completely and with the understanding that our actual future results may be materially different
from what we expect. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover
of this prospectus. Because the risk factors referred to on page 2 of this prospectus and incorporated herein by reference, could cause
actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you
should not place undue reliance on any forward-looking statements.
Further,
any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we
cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this
prospectus, and particularly our forward-looking statements, by these cautionary statements.
USE
OF PROCEEDS
Except
as described in any prospectus supplement and any free writing prospectus in connection with a specific offering, we currently intend
to use the net proceeds from the sale of the securities offered under this prospectus for working capital, repayment of trade payables
and general corporate purposes. We have not determined the amount of net proceeds to be used specifically for the foregoing purposes.
As a result, our management will have broad discretion in the allocation of the net proceeds and investors will be relying on the judgment
of our management regarding the application of the proceeds of any sale of the securities.
Each
time we offer securities under this prospectus, we will describe the intended use of the net proceeds from that offering in the applicable
prospectus supplement. The actual amount of net proceeds we spend on a particular use will depend on many factors, including, our future
capital expenditures, the amount of cash required by our operations, and our future revenue growth, if any. Therefore, we will retain
broad discretion in the use of the net proceeds.
THE
SECURITIES WE MAY OFFER
The
descriptions of the securities contained in this prospectus, together with any applicable prospectus supplement, summarize the material
terms and provisions of the various types of securities that we may offer. We will describe in any applicable prospectus supplement relating
to any securities the particular terms of the securities offered by that prospectus supplement. If we so indicate in any applicable prospectus
supplement, the terms of the securities may differ from the terms we have summarized below. We may also include in any prospectus supplement
information, where applicable, about material U.S. federal income tax consequences relating to the securities, and the securities exchange
or market, if any, on which the securities will be listed.
We
may sell from time to time, in one or more offerings, one or more of the following securities:
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common
stock; |
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debt
securities |
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● |
warrants
to purchase common stock; and |
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units
comprised of one or more of the other securities. |
The
total initial offering price of all securities that we may issue in these offerings will not exceed $100,000,000.
DESCRIPTION
OF CAPITAL STOCK
General
The
following description of our capital stock, together with any additional information we include in any applicable prospectus supplement
or any related free writing prospectus, summarizes the material terms and provisions of our common stock that we may offer under this
prospectus. While the terms we have summarized below will apply generally to any future common stock that we may offer, we will describe
the particular terms of any class or series of these securities in more detail in the applicable prospectus supplement. For the complete
terms of our common stock, please refer to our Certificate of Incorporation and our Bylaws that are incorporated by reference into the
registration statement of which this prospectus is a part or may be incorporated by reference in this prospectus or any applicable prospectus
supplement. The terms of these securities may also be affected by Delaware General Corporation Law. The summary below and that contained
in any applicable prospectus supplement or any related free writing prospectus are qualified in their entirety by reference to our Certificate
of Incorporation and Bylaws.
As
of the date of this prospectus, our authorized capital stock consisted of 250,000,000 shares of common stock, $0.001 par value per
share. As of December 21, 2023, there were 3,621,792 shares of our common stock issued and outstanding.
Common
Stock
Holders
of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders
of our common stock have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions
applicable to the shares of common stock. Holders of our common stock are entitled to receive ratably such dividends, if any, as may
be declared by our board of directors out of legally available funds. However, the current policy of our board of directors is to retain
earnings, if any, for the operation and expansion of our company. Upon liquidation, dissolution or winding-up, the holders of our common
stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of or provision
for all liabilities.
Anti-Takeover
Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCL
Certain
provisions of our Certificate of Incorporation and our Bylaws, which are summarized in the following paragraphs, may have the effect
of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes
a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove
our management. In particular, our Certificate of Incorporation and our Bylaws and Delaware law, as applicable, among other things:
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provide
the board of directors with the ability to alter the Bylaws without stockholder approval; |
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the
classification of our board of directors; |
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place
limitations on the removal of directors; |
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provide
that vacancies on the board of directors may be filled by a majority of directors in office,
although less than a quorum; |
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require
that stockholder actions must be affected at a duly called stockholder meeting and generally prohibiting stockholder actions by written
consent; |
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eliminate
the ability of stockholders to call a special meeting of stockholders;
and |
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establish
advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon
at duly called stockholder meetings. |
These
provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons
seeking to acquire control of us to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging
with us, which may cause our market price of our common stock to decline.
Advance
Notice Bylaws. Our Bylaws contain an advance notice procedure for stockholder proposals to be
brought before any meeting of stockholders, including proposed nominations of persons for election to our board of directors.
Stockholders at any meeting will only be able to consider proposals or nominations specified in the notice of meeting or brought before
the meeting by or at the direction of our board of directors or by a stockholder who was
a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our corporate secretary
timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting. Although the Bylaws
do not give our board of directors the power to approve or disapprove stockholder nominations
of candidates or proposals regarding other business to be conducted at a special or annual meeting, the Bylaws may have the effect of
precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential
acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.
Interested
Stockholder Transactions. We are subject to Section 203 of the Delaware General Corporation Law, or the DGCL, which, subject
to certain exceptions, prohibits “business combinations” between a publicly-held Delaware corporation and an “interested
stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s
voting stock for a three-year period following the date that such stockholder became an interested stockholder.
Classified
Board of Directors
Our
board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of
directors being elected in each year. This system of electing directors may tend to discourage a third party from making a tender offer
or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority
of the directors.
Forum
Selection
Our
Bylaws provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware
(or, if the Court of Chancery does not have jurisdiction, another state court or a federal court located within the State of Delaware)
will, to the fullest extent permitted by applicable law and subject to applicable jurisdictional requirements, be the sole and exclusive
forum for any stockholder (including a beneficial owner) to bring claims, including claims in the right of the Company, (i) that are
based upon a violation of a duty by a current or former director, officer, employee or stockholder in such capacity, or (ii) as to which
the DGCL confers jurisdiction upon the Court of Chancery.
Limitations
on Liability, Indemnification of Officers and Directors and Insurance
The
DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary
damages for breaches of directors’ fiduciary duties as directors and Certificate of Incorporation will include such an exculpation
provision. Our Certificate of Incorporation and Bylaws will include provisions that indemnify, to the fullest extent allowable under
the DGCL, the personal liability of directors or officers for monetary damages for actions taken as a director or officer of us, or for
serving at our request as a director or officer or another position at another corporation or enterprise, as the case may be. Our Certificate
of Incorporation and Bylaws will also provide that we must indemnify and advance reasonable expenses to our directors and officers, subject
to our receipt of an undertaking from the indemnified party as may be required under the DGCL. Our Certificate of Incorporation will
expressly authorize us to carry directors’ and officers’ insurance to protect us, our directors, officers and certain employees
for some liabilities. The limitation of liability and indemnification provisions in our Certificate of Incorporation and Bylaws may discourage
stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect
of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, if successful, might
otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder,
to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions
will not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to
the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant
to these indemnification provisions. There is currently no pending material litigation or proceeding against any of our directors, officers
or employees for which indemnification is sought.
Authorized
but Unissued Shares
Our
authorized but unissued shares of common stock will be available for future issuance without your approval. We may use additional shares
for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation.
The existence of authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control
of us by means of a proxy contest, tender offer, merger or otherwise.
Transfer
Agent and Registrar
The
Transfer Agent and Registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. The telephone
number of VStock Transfer, LLC is (212) 828-8436.
Listing
Our
common stock is listed on both the Nasdaq Capital Market under the symbol “MYSZ” and on the Tel Aviv Stock Exchange under
the symbol “MYSZ.”
DESCRIPTION
OF DEBT SECURITIES
The
following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectuses,
summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. We may issue debt securities,
in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized
below will apply generally to any future debt securities we may offer under this prospectus, we will describe the particular terms of
any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of
any debt securities we offer under a prospectus supplement may differ from the terms we describe below. However, no prospectus supplement
shall fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in
this prospectus at the time of its effectiveness. As of the date of this prospectus, we have no outstanding registered debt securities.
Unless the context requires otherwise, whenever we refer to the “indentures,” we also are referring to any supplemental indentures
that specify the terms of a particular series of debt securities.
We
will issue any senior debt securities under the senior indenture that we will enter into with the trustee named in the senior indenture.
We will issue any subordinated debt securities under the subordinated indenture and any supplemental indentures that we will enter into
with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement,
of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities
being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference
from reports that we file with the SEC.
The
indentures will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We use the term “trustee”
to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable.
The
following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject
to, and qualified in their entirety by reference to, all of the provisions of the indenture and any supplemental indentures applicable
to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing prospectuses
related to the debt securities that we may offer under this prospectus, as well as the complete indentures that contains the terms of
the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.
General
The
terms of each series of debt securities will be established by or pursuant to a resolution of our board of directors and set forth or
determined in the manner provided in an officers’ certificate or by a supplemental indenture. Debt securities may be issued in
separate series without limitation as to aggregate principal amount. We may specify a maximum aggregate principal amount for the debt
securities of any series. We will describe in the applicable prospectus supplement the terms of the series of debt securities being offered,
including:
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the
title; |
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the
principal amount being offered, and if a series, the total amount authorized and the total amount outstanding; |
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any
limit on the amount that may be issued; |
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whether
or not we will issue the series of debt securities in global form, and, if so, the terms and who the depositary will be; |
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the
maturity date; |
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whether
and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United
States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts; |
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the
annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to
accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining
such dates; |
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whether
or not the debt securities will be secured or unsecured, and the terms of any secured debt; |
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the
terms of the subordination of any series of subordinated debt; |
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the
place where payments will be made; |
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restrictions
on transfer, sale or other assignment, if any; |
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our
right, if any, to defer payment of interest and the maximum length of any such deferral period; |
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the
date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional
or provisional redemption provisions and the terms of those redemption provisions; |
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provisions
for a sinking fund purchase or other analogous fund, if any, including the date, if any, on which, and the price at which we are
obligated, pursuant thereto or otherwise, to redeem, or at the holder’s option, to purchase, the series of debt securities
and the currency or currency unit in which the debt securities are payable; |
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whether
the indenture will restrict our ability or the ability of our subsidiaries to: |
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incur
additional indebtedness; |
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issue
additional securities; |
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create
liens; |
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pay
dividends or make distributions in respect of our capital stock or the capital stock of our subsidiaries; |
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redeem
capital stock; |
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place
restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets; |
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make
investments or other restricted payments; |
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sell
or otherwise dispose of assets; |
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enter
into sale-leaseback transactions; |
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engage
in transactions with stockholders or affiliates; |
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issue
or sell stock of our subsidiaries; or |
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effect
a consolidation or merger; |
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whether
the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios; |
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a
discussion of certain material or special United States federal income tax considerations applicable to the debt securities; |
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information
describing any book-entry features; |
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the
applicability of the provisions in the indenture on discharge; |
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whether
the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount”
as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; |
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the
denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple
thereof; |
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the
currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars;
and |
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any
other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any additional events
of default or covenants provided with respect to the debt securities, and any terms that may be required by us or advisable under
applicable laws or regulations. |
Conversion
or Exchange Rights
We
will set forth in the applicable prospectus supplement the terms under which a series of debt securities may be convertible into or exchangeable
for our common stock or other securities (including securities of a third party). We will include provisions as to whether conversion
or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares
of our common stock or other securities (including securities of a third party) that the holders of the series of debt securities receive
would be subject to adjustment.
Consolidation,
Merger or Sale
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indentures will not contain
any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially
all of our assets. However, any successor to or acquirer of such assets must assume all of our obligations under the indentures or the
debt securities, as appropriate. If the debt securities are convertible into or exchangeable for our other securities or securities of
other entities, the person with whom we consolidate or merge or to whom we sell all of our property must make provisions for the conversion
of the debt securities into securities that the holders of the debt securities would have received if they had converted the debt securities
before the consolidation, merger or sale.
Events
of Default under the Indenture
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default
under the indentures with respect to any series of debt securities that we may issue:
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if
we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been extended; |
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if
we fail to pay the principal, premium or sinking fund payment, if any, when due and payable at maturity, upon redemption or repurchase
or otherwise, and the time for payment has not been extended; |
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if
we fail to observe or perform any other covenant contained in the debt securities or the indentures, other than a covenant specifically
relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the trustee or
we and the trustee receive notice from the holders of at least 25% in aggregate principal amount of the outstanding debt securities
of the applicable series; and |
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if
specified events of bankruptcy, insolvency or reorganization occur. |
We
will describe in each applicable prospectus supplement any additional events of default relating to the relevant series of debt securities.
If
an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified
in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities
of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal,
premium, if any, and accrued interest, if any, due and payable immediately. If an event of default arises due to the occurrence of certain
specified bankruptcy, insolvency or reorganization events, the unpaid principal, premium, if any, and accrued interest, if any, of each
issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any
holder.
The
holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of
default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium,
if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the
default or event of default.
Subject
to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the trustee will be under no
obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable
series of debt securities, unless such holders have offered the trustee reasonable indemnity or security satisfactory to it against any
loss, liability or expense. The holders of a majority in principal amount of the outstanding debt securities of any series will have
the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any
trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:
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the
direction so given by the holder is not in conflict with any law or the applicable indenture; and |
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subject
to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or
might be unduly prejudicial to the holders not involved in the proceeding. |
The
indentures provide that if an event of default has occurred and is continuing, the trustee will be required in the exercise of its powers
to use the degree of care that a prudent person would use in the conduct of its own affairs. The trustee, however, may refuse to follow
any direction that conflicts with law or the indenture, or that the trustee determines is unduly prejudicial to the rights of any other
holder of the relevant series of debt securities, or that would involve the trustee in personal liability. Prior to taking any action
under the indentures, the trustee will be entitled to indemnification against all costs, expenses and liabilities that would be incurred
by taking or not taking such action.
A
holder of the debt securities of any series will have the right to institute a proceeding under the indentures or to appoint a receiver
or trustee, or to seek other remedies only if:
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holder has given written notice to the trustee of a continuing event of default with respect to that series; |
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the
holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made a written request
and such holders have offered reasonable indemnity to the trustee or security satisfactory to it against any loss, liability or expense
or to be incurred in compliance with instituting the proceeding as trustee; and |
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trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the
outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer. |
These
limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium,
if any, or interest on, the debt securities, or other defaults that may be specified in the applicable prospectus supplement.
We
will periodically file statements with the trustee regarding our compliance with specified covenants in the indentures.
The
indentures provide that if a default occurs and is continuing and is actually known to a responsible officer of the trustee, the trustee
must mail to each holder notice of the default within the earlier of 90 days after it occurs and 30 days after it is known by a responsible
officer of the trustee or written notice of it is received by the trustee, unless such default has been cured or waived. Except in the
case of a default in the payment of principal or premium of, or interest on, any debt security or certain other defaults specified in
an indenture, the trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee
or a trust committee of directors, or responsible officers of the trustee, in good faith determine that withholding notice is in the
best interests of holders of the relevant series of debt securities.
Modification
of Indenture; Waiver
Subject
to the terms of the indenture for any series of debt securities that we may issue, we and the trustee may change an indenture without
the consent of any holders with respect to the following specific matters:
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to
fix any ambiguity, defect or inconsistency in the indenture; |
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to
comply with the provisions described above under “Description of Debt Securities — Consolidation, Merger or Sale;” |
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to
comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act; |
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to
add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of debt securities, as set forth in the indenture; |
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to
provide for the issuance of, and establish the form and terms and conditions of, the debt securities of any series as provided under
“Description of Debt Securities — General,” to establish the form of any certifications required to be furnished
pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of
debt securities; |
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to
evidence and provide for the acceptance of appointment hereunder by a successor trustee; |
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to
provide for uncertificated debt securities and to make all appropriate changes for such purpose; |
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to
add such new covenants, restrictions, conditions or provisions for the benefit of the holders, to make the occurrence, or the occurrence
and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or
to surrender any right or power conferred to us in the indenture; or |
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to
change anything that does not adversely affect the interests of any holder of debt securities of any series in any material respect. |
In
addition, under the indentures, the rights of holders of a series of debt securities may be changed by us and the trustee with the written
consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is
affected. However, subject to the terms of the indenture for any series of debt securities that we may issue or otherwise provided in
the prospectus supplement applicable to a particular series of debt securities, we and the trustee may only make the following changes:
with the consent of each holder of any outstanding debt securities affected:
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extending
the stated maturity of the series of debt securities; |
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reducing
the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the
redemption or repurchase of any debt securities; or |
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reducing
the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver. |
Discharge
Each
indenture provides that, subject to the terms of the indenture and any limitation otherwise provided in the prospectus supplement applicable
to a particular series of debt securities, we may elect to be discharged from our obligations with respect to one or more series of debt
securities, except for specified obligations, including obligations to:
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register
the transfer or exchange of debt securities of the series; |
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replace
stolen, lost or mutilated debt securities of the series; |
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maintain
paying agencies; |
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hold
monies for payment in trust; |
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recover
excess money held by the trustee; |
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compensate
and indemnify the trustee; and |
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appoint
any successor trustee. |
In
order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all
the principal of, and any premium and interest on, the debt securities of the series on the dates payments are due.
Form,
Exchange and Transfer
We
will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable
prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures provide that we may issue debt securities
of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository
Trust Company or another depositary named by us and identified in a prospectus supplement with respect to that series. See “Legal
Ownership of Securities” below for a further description of the terms relating to any book-entry securities.
At
the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the
applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities
of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject
to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement,
holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the
form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar
or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder
presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment
of any taxes or other governmental charges.
We
will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,
that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain
a transfer agent in each place of payment for the debt securities of each series.
If
we elect to redeem the debt securities of any series, we will not be required to:
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issue,
register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15
days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at
the close of business on the day of the mailing; or |
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register
the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of
any debt securities we are redeeming in part. |
Information
Concerning the Trustee
The
trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those
duties as are specifically set forth in the applicable indenture and is under no obligation to exercise any of the powers given it by
the indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs,
expenses and liabilities that it might incur. However, upon an event of default under an indenture, the trustee must use the same degree
of care as a prudent person would exercise or use in the conduct of his or her own affairs.
Payment
and Paying Agents
Unless
we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest
payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business
on the regular record date for the interest payment.
We
will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated
by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that
we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement,
we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of
each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities
of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All
money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that
remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us,
and the holder of the debt security thereafter may look only to us for payment thereof.
Governing
Law
The
indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to
the extent that the Trust Indenture Act is applicable.
Ranking
Debt Securities
The
subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment to certain other indebtedness
to the extent described in a prospectus supplement. The subordinated indenture does not limit the amount of subordinated debt securities
that we may issue. It also does not limit us from issuing any other secured or unsecured debt.
The
senior debt securities will be unsecured and will rank equally in right of payment to all our other senior unsecured debt. The senior
indenture does not limit the amount of senior debt securities that we may issue. It also does not limit us from issuing any other secured
or unsecured debt.
DESCRIPTION
OF WARRANTS
The
following description, together with the additional information we may include in any applicable prospectus supplements and free writing
prospectuses, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist
of warrants to purchase common stock or debt securities and may be issued in one or more series. Warrants may be offered independently
or together with common stock or debt securities offered by any prospectus supplement, and may be attached to or separate from those
securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we
will describe the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplement
and any applicable free writing prospectus. The terms of any warrants offered under a prospectus supplement may differ from the terms
described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer
a security that is not registered and described in this prospectus at the time of its effectiveness.
We
will issue the warrants under a warrant agreement that we will enter into with a warrant agent to be selected by us. The warrant agent
will act solely as an agent of ours in connection with the warrants and will not act as an agent for the holders or beneficial owners
of the warrants. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference
from a current report on Form 8-K that we file with the SEC, the form of warrant agreement, including a form of warrant certificate,
that describes the terms of the particular series of warrants we are offering before the issuance of the related series of warrants.
The following summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety
by reference to, all the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. We
urge you to read the applicable prospectus supplement and any applicable free writing prospectus related to the particular series of
warrants that we sell under this prospectus, as well as the complete warrant agreements and warrant certificates that contain the terms
of the warrants.
General
We
will describe in the applicable prospectus supplement the terms relating to a series of warrants, including:
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the
offering price and aggregate number of warrants offered; |
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currency for which the warrants may be purchased; |
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if
applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with
each such security or each principal amount of such security; |
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if
applicable, the date on and after which the warrants and the related securities will be separately transferable; |
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in
the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant
and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise; |
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in
the case of warrants to purchase common stock, the number of shares of common stock purchasable upon the exercise of one warrant
and the price at which these shares may be purchased upon such exercise; |
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the
effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants; |
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the
terms of any rights to redeem or call the warrants; |
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any
provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; |
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the
dates on which the right to exercise the warrants will commence and expire; |
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the
manner in which the warrant agreements and warrants may be modified; |
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United
States federal income tax consequences of holding or exercising the warrants; |
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the
terms of the securities issuable upon exercise of the warrants; and |
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any
other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
Before
exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise,
including:
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in
the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or interest
on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or |
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in
the case of warrants to purchase common stock, the right to receive dividends, if any, or, payments upon our liquidation, dissolution
or winding up or to exercise voting rights, if any. |
Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price
that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders
of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable
prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
Holders
of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with
specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable
prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the
information that the holder of the warrant will be required to deliver to the warrant agent.
Upon
receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the
warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable
upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new
warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants
may surrender securities as all or part of the exercise price for warrants.
Enforceability
of Rights by Holders of Warrants
Each
warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship
of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of
warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or
warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder
of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action
its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
DESCRIPTION
OF UNITS
The
following description, together with the additional information we may include in any applicable prospectus supplements and free writing
prospectuses, summarizes the material terms and provisions of the units that we may offer under this prospectus. While the terms we have
summarized below will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of
any series of units in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement
may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in
this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current
report on Form 8-K that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are offering,
and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions
of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental
agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements related to the particular
series of units that we sell under this prospectus, as well as the complete unit agreement and any supplemental agreements that contain
the terms of the units.
General
We
may issue units comprised of one or more debt securities, shares of common stock and warrants in any combination. Each unit will be issued
so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights
and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities
included in the unit may not be held or transferred separately, at any time or at any time before a specified date.
We
will describe in the applicable prospectus supplement the terms of the series of units, including:
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the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those
securities may be held or transferred separately; |
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any
provisions of the governing unit agreement that differ from those described below; and |
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any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units. |
The
provisions described in this section, as well as those described under “Description of Capital Stock,” “Description
of Debt Securities” and “Description of Warrants” will apply to each unit and to any common stock, debt security or
warrant included in each unit, respectively.
Issuance
in Series
We
may issue units in such amounts and in numerous distinct series as we determine.
Enforceability
of Rights by Holders of Units
Each
unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency
or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit
agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty
or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the
consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any
security included in the unit.
We,
the unit agents and any of their agents may treat the registered holder of any unit certificate as an absolute owner of the units evidenced
by that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested, despite any
notice to the contrary. See “Legal Ownership of Securities.”
LEGAL
OWNERSHIP OF SECURITIES
We
can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail
below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee or
depositary or warrant agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders
of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered
in their own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders,
and investors in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry
Holders
We
may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be
represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf
of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which
are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only
the person in whose name a security is registered is recognized as the holder of that security. Global securities will be registered
in the name of the depositary or its participants. Consequently, for global securities, we will recognize only the depositary as the
holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments
it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary
and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so
under the terms of the securities.
As
a result, investors in a global security will not own securities directly. Instead, they will own beneficial interests in a global security,
through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest
through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not legal holders,
of the securities.
Street
Name Holders
We
may terminate a global security or issue securities that are not issued in global form. In these cases, investors may choose to hold
their securities in their own names or in “street name.” Securities held by an investor in street name would be registered
in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial
interest in those securities through an account he or she maintains at that institution.
For
securities held in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other
financial institutions in whose names the securities are registered as the holders of those securities, and we or any such trustee or
depositary will make all payments on those securities to them. These institutions pass along the payments they receive to their customers
who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required
to do so. Investors who hold securities in street name will be indirect holders, not legal holders, of those securities.
Legal
Holders
Our
obligations, as well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders
of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any
other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because
we are issuing the securities only in global form.
For
example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that
holder is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders but does
not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of a
default or of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event, we would
seek approval only from the legal holders, and not the indirect holders, of the securities. Whether and how the legal holders contact
the indirect holders is up to the legal holders.
Special
Considerations for Indirect Holders
If
you hold securities through a bank, broker or other financial institution, either in book-entry form because the securities are represented
by one or more global securities or in street name, you should check with your own institution to find out:
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it handles securities payments and notices; |
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whether
it imposes fees or charges; |
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how
it would handle a request for the holders’ consent, if ever required; |
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whether
and how you can instruct it to send you securities registered in your own name so you can be a legal holder, if that is permitted
in the future; |
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how
it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect
their interests; and |
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the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters. |
Global
Securities
A
global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities
represented by the same global securities will have the same terms.
Each
security issued in book-entry form will be represented by a global security that we issue to, deposit with and register in the name of
a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary.
Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC,
will be the depositary for all securities issued in book-entry form.
A
global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary,
unless special termination situations arise. We describe those situations below under “— Special Situations When A Global
Security Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner
and legal holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests
in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that
in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by
a global security will not be a legal holder of the security, but only an indirect holder of a beneficial interest in the global security.
If
the prospectus supplement for a particular security indicates that the security will be issued as a global security, then the security
will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may
issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry
clearing system.
Special
Considerations For Global Securities
As
an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s
financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect
holder as a holder of securities and instead deal only with the depositary that holds the global security.
If
securities are issued only as global securities, an investor should be aware of the following:
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an
investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her
interest in the securities, except in the special situations we describe below; |
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an
investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection
of his or her legal rights relating to the securities, as we describe above; |
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an
investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required
by law to own their securities in non-book-entry form; |
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an
investor may not be able to pledge his or her interest in the global security in circumstances where certificates representing the
securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective; |
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the
depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating
to an investor’s interest in the global security. We and any applicable trustee have no responsibility for any aspect of the
depositary’s actions or for its records of ownership interests in the global security. We and the trustee also do not supervise
the depositary in any way; |
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the
depositary may, and we understand that DTC will, require that those who purchase and sell interests in the global security within
its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and |
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financial
institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in the
global security, may also have their own policies affecting payments, notices and other matters relating to the securities. There
may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible
for the actions of any of those intermediaries |
Special
Situations When A Global Security Will Be Terminated
In
a few special situations described below, a global security will terminate and interests in it will be exchanged for physical certificates
representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to
the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to
their own names, so that they will be direct holders. We have described the rights of holders and street name investors above.
A
global security will terminate when the following special situations occur:
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if
the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security
and we do not appoint another institution to act as depositary within 90 days; |
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we notify any applicable trustee that we wish to terminate that global security; or |
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if
an event of default has occurred with regard to securities represented by that global security and has not been cured or waived. |
The
applicable prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular
series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and neither we, nor any
applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.
PLAN
OF DISTRIBUTION
The
securities being offered by this prospectus may be sold:
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through
agents; |
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to
or through one or more underwriters on a firm commitment or agency basis; |
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through
put or call option transactions relating to the securities; |
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to
or through dealers, who may act as agents or principals, including a block trade (which may involve crosses) in which a broker or
dealer so engaged will attempt to sell as agent but may position and resell a portion of the block as principal to facilitate the
transaction; |
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through
privately negotiated transactions; |
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purchases
by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus; |
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directly
to purchasers, including our affiliates, through a specific bidding or auction process, on a negotiated basis or otherwise; to or
through one or more underwriters on a firm commitment or best efforts basis; |
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exchange
distributions and/or secondary distributions; |
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ordinary
brokerage transactions and transactions in which the broker solicits purchasers; |
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in
“at-the-market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act to or through a market maker or
into an existing trading market, on an exchange or otherwise; |
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directly
to a purchaser pursuant to what is known as an “equity line of credit”; |
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transactions
not involving market makers or established trading markets, including direct sales or privately negotiated transactions; |
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transactions
in options, swaps or other derivatives that may or may not be listed on an exchange; |
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through
any other method permitted pursuant to applicable law; or |
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through
a combination of any such methods of sale. |
At
any time a particular offer of the securities covered by this prospectus is made, a revised prospectus or prospectus supplement, if required,
will be distributed which will set forth the aggregate amount of securities covered by this prospectus being offered and the terms of
the offering, including the name or names of any underwriters, dealers, brokers or agents, any discounts, commissions, concessions and
other items constituting compensation from us and any discounts, commissions or concessions allowed or re-allowed or paid to dealers.
Such prospectus supplement, and, if necessary, a post-effective amendment to the registration statement of which this prospectus is a
part, will be filed with the SEC to reflect the disclosure of additional information with respect to the distribution of the securities
covered by this prospectus. In order to comply with the securities laws of certain states, if applicable, the securities sold under this
prospectus may only be sold through registered or licensed broker-dealers. In addition, in some states the securities may not be sold
unless they have been registered or qualified for sale in the applicable state or an exemption from registration or qualification requirements
is available and is complied with.
The
distribution of securities may be effected from time to time in one or more transactions, including block transactions and transactions
on the Nasdaq Capital Market or any other organized market where the securities may be traded. The securities may be sold at a fixed
price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to the prevailing market
prices or at negotiated prices. The consideration may be cash or another form negotiated by the parties. Agents, underwriters or broker-dealers
may be paid compensation for offering and selling the securities. That compensation may be in the form of discounts, concessions or commissions
to be received from us or from the purchasers of the securities. Any dealers and agents participating in the distribution of the securities
may be deemed to be underwriters, and compensation received by them on resale of the securities may be deemed to be underwriting discounts.
If any such dealers or agents were deemed to be underwriters, they may be subject to statutory liabilities under the Securities Act.
Agents
may from time to time solicit offers to purchase the securities. If required, we will name in the applicable prospectus supplement any
agent involved in the offer or sale of the securities and set forth any compensation payable to the agent. Unless otherwise indicated
in the prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment. Any agent selling the
securities covered by this prospectus may be deemed to be an underwriter, as that term is defined in the Securities Act, of the securities.
To
the extent that we make sales to or through one or more underwriters or agents in at-the-market offerings, we will do so pursuant to
the terms of a distribution agreement between us and the underwriters or agents. If we engage in at-the-market sales pursuant to a distribution
agreement, we will sell any of our listed securities to or through one or more underwriters or agents, which may act on an agency basis
or on a principal basis. During the term of any such agreement, we may sell any of our listed securities on a daily basis in exchange
transactions or otherwise as we agree with the underwriters or agents. The distribution agreement will provide that any of our listed
securities which are sold will be sold at prices related to the then prevailing market prices for our listed securities. Therefore, exact
figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time and will be described in a
prospectus supplement. Pursuant to the terms of the distribution agreement, we also may agree to sell, and the relevant underwriters
or agents may agree to solicit offers to purchase, blocks of our listed securities. The terms of each such distribution agreement will
be set forth in more detail in a prospectus supplement to this prospectus.
We
may also sell securities pursuant to an “equity line of credit”. In such event, we will enter into a common stock purchase
agreement with the purchaser to be named therein, which will be described in a Current Report on Form 8-K that we will file with the
SEC. In that Form 8-K, we will describe the total amount of securities that we may require the purchaser to purchase under the purchase
agreement and the other terms of purchase, and any rights that the purchaser is granted to purchase securities from us. In addition to
our issuance of shares of common stock to the equity line purchaser pursuant to the purchase agreement, this prospectus (and the applicable
prospectus supplement or post-effective amendment) also covers the resale of those shares from time to time by the equity line purchaser
to the public. The equity line purchaser will be considered an “underwriter” within the meaning of Section 2(a)(11) of the
Securities Act. Its resales may be effected through a number of methods, including without limitation, ordinary brokerage transactions
and transactions in which the broker solicits purchasers and block trades in which the broker or dealer so engaged will attempt to sell
the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction. The equity line purchaser
will be bound by various anti-manipulation rules of the SEC and may not, for example, engage in any stabilization activity in connection
with its resales of our securities and may not bid for or purchase any of our securities or attempt to induce any person to purchase
any of our securities other than as permitted under the Exchange Act.
If
underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from time to
time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined
at the time of sale, or under delayed delivery contracts or other contractual commitments. Securities may be offered to the public either
through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters.
If an underwriter or underwriters are used in the sale of securities, an underwriting agreement will be executed with the underwriter
or underwriters, as well as any other underwriter or underwriters, with respect to a particular underwritten offering of securities,
and will set forth the terms of the transactions, including compensation of the underwriters and dealers and the public offering price,
if applicable. The prospectus and prospectus supplement will be used by the underwriters to resell the securities.
If
a dealer is used in the sale of the securities, we or an underwriter will sell the securities to the dealer, as principal. The dealer
may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. To the extent required,
we will set forth in the prospectus supplement the name of the dealer and the terms of the transactions.
We
may directly solicit offers to purchase the securities and may make sales of securities directly to institutional investors or others.
These persons may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities.
To the extent required, the prospectus supplement will describe the terms of any such sales, including the terms of any bidding or auction
process, if used.
Agents,
underwriters and dealers may be entitled under agreements which may be entered into with us to indemnification by us against specified
liabilities, including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required to make
in respect of such liabilities. If required, the prospectus supplement will describe the terms and conditions of the indemnification
or contribution. Some of the agents, underwriters or dealers, or their affiliates may be customers of, engage in transactions with or
perform services for us or our subsidiaries.
Any
person participating in the distribution of securities registered under the registration statement that includes this prospectus will
be subject to applicable provisions of the Exchange Act and the applicable SEC rules and regulations, including, among others, Regulation
M, which may limit the timing of purchases and sales of any of our securities by that person. Furthermore, Regulation M may restrict
the ability of any person engaged in the distribution of our securities to engage in market-making activities with respect to our securities.
These restrictions may affect the marketability of our securities and the ability of any person or entity to engage in market-making
activities with respect to our securities.
Certain
persons participating in an offering may engage in over-allotment, stabilizing transactions, short-covering transactions, penalty bids
and other transactions that stabilize, maintain or otherwise affect the price of the offered securities. These activities may maintain
the price of the offered securities at levels above those that might otherwise prevail in the open market, including by entering stabilizing
bids, effecting syndicate covering transactions or imposing penalty bids, each of which is described below:
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a
stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or maintaining
the price of a security. |
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|
|
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a
syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase
to reduce a short position created in connection with the offering. |
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|
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a
penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate member in
connection with the offering when offered securities originally sold by the syndicate member are purchased in syndicate covering
transactions. |
These
transactions may be effected on an exchange or automated quotation system, if the securities are listed on that exchange or admitted
for trading on that automated quotation system, or in the over-the-counter market or otherwise.
If
so indicated in the applicable prospectus supplement, we will authorize agents, underwriters or dealers to solicit offers from certain
types of institutions to purchase offered securities from us at the public offering price set forth in such prospectus supplement pursuant
to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts will be subject only
to those conditions set forth in the prospectus supplement and the prospectus supplement will set forth the commission payable for solicitation
of such contracts.
In
addition, shares of common stock or warrants may be issued upon conversion of or in exchange for debt securities or other securities.
Any
underwriters to whom offered securities are sold for public offering and sale may make a market in such offered securities, but such
underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The offered securities
may or may not be listed on a national securities exchange. No assurance can be given that there will be a market for the offered securities.
Any
securities that qualify for sale pursuant to Rule 144 or Regulation S under the Securities Act, may be sold under Rule 144 or Regulation
S rather than pursuant to this prospectus.
In
connection with offerings made through underwriters or agents, we may enter into agreements with such underwriters or agents pursuant
to which we receive our outstanding securities in consideration for the securities being offered to the public for cash. In connection
with these arrangements, the underwriters or agents may also sell securities covered by this prospectus to hedge their positions in these
outstanding securities, including in short sale transactions. If so, the underwriters or agents may use the securities received from
us under these arrangements to close out any related open borrowings of securities.
We
may enter into derivative transactions with third parties or sell securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, such third parties
(or affiliates of such third parties) may sell securities covered by this prospectus and the applicable prospectus supplement, including
in short sale transactions. If so, such third parties (or affiliates of such third parties) may use securities pledged by us or borrowed
from us or others to settle those sales or to close out any related open borrowings of shares, and may use securities received from us
in settlement of those derivatives to close out any related open borrowings of shares. The third parties (or affiliates of such third
parties) in such sale transactions will be underwriters and will be identified in the applicable prospectus supplement (or a post-effective
amendment).
We
may loan or pledge securities to a financial institution or other third party that in turn may sell the securities using this prospectus.
Such financial institution or third party may transfer its short position to investors in our securities or in connection with a simultaneous
offering of other securities offered by this prospectus or in connection with a simultaneous offering of other securities offered by
this prospectus.
LEGAL
MATTERS
The
validity of the issuance of the securities offered hereby will be passed upon for us by Greenberg Traurig, P.A., Tel Aviv Israel. Additional
legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus
supplement.
EXPERTS
The
consolidated financial statements of My Size, Inc. and subsidiaries as of December 31, 2022 and 2021, and for each of the years in the
two-year period ended December 31, 2022, have been incorporated by reference herein in reliance upon the report of Somekh Chaikin, a
member firm of KPMG International, independent registered public accounting firm, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing. The audit report covering the December 31, 2022 consolidated financial statements
contains an explanatory paragraph that states that the Company has incurred significant losses and negative cash flows from operations
and has an accumulated deficit that raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the outcome of that uncertainty.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus constitutes a part of a registration statement on Form S-3 filed under the Securities Act. As permitted by the SEC’s
rules, this prospectus and any prospectus supplement, which form a part of the registration statement, do not contain all the information
that is included in the registration statement. You will find additional information about us in the registration statement. Any statements
made in this prospectus or any prospectus supplement concerning legal documents are not necessarily complete and you should read the
documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding
of the document or matter.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are also available to
the public at no cost from the SEC’s website at http://www.sec.gov. In addition, we make available on or through our Internet site
copies of these reports as soon as reasonably practicable after we electronically file or furnish them to the SEC. Our Internet site
can be found at http://www.mysizeid.com.
We
are subject to the informational requirements of the Exchange Act, and, in accordance with those requirements, file annual, quarterly
and current reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information, as well
as this registration statement and the exhibits and schedules thereto, are available on the SEC website at www.sec.gov. Copies of these
documents may also be accessed on our website at www.vereit.com. Our internet website and the information contained therein or connected
thereto are not incorporated into this prospectus or any amendment or supplement thereto.
INCORPORATION
OF DOCUMENTS BY REFERENCE
We
have filed a registration statement on Form S-3 with the Securities and Exchange Commission under the Securities Act. This prospectus
is part of the registration statement but the registration statement includes and incorporates by reference additional information and
exhibits. The Securities and Exchange Commission permits us to “incorporate by reference” the information contained in documents
we file with the Securities and Exchange Commission, which means that we can disclose important information to you by referring you to
those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part
of this prospectus and you should read it with the same care that you read this prospectus. Information that we file later with the Securities
and Exchange Commission will automatically update and supersede the information that is either contained, or incorporated by reference,
in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. We have filed with
the Securities and Exchange Commission, and incorporate by reference in this prospectus:
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Annual
Report on Form
10-K for the year ended December 31, 2022, filed with the SEC on April 14, 2023; |
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Quarterly
Reports on Form 10-Q for the quarterly period ended March 31, 2023, June 30, 2023 and September 30, 2023 filed on May
15, 2023, August
14, 2023 and November
14, 2023, respectively; |
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|
|
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Current
Reports on Form 8-K (excluding any reports or portions thereof that are deemed to be furnished and not filed) filed on January
4, 2023, January
10, 2023, January
12, 2023, April
14, 2023, May
16, 2023, July
18, 2023, August
14, 2023, August
25, 2023, November
3, 2023, and November
15, 2023. |
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|
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Our
definitive proxy statement on Schedule
14A relating to our 2023 annual meeting of stockholders filed on November 24, 2023; and |
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The
description of our common stock, which is contained in the registration statement on Form
8-A, filed with the SEC on June 14, 2016, as supplemented by Exhibit
4.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 19, 2020, and
as may be further updated or amended in any amendment or report filed for such purpose. |
We
also incorporate by reference all additional documents that we file with the Securities and Exchange Commission under the terms of Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act that are made after the date of the initial registration statement but prior to effectiveness
of the registration statement and after the date of this prospectus but prior to the termination of the offering of the securities covered
by this prospectus. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and
not file in accordance with Securities and Exchange Commission rules.
You
may request, and we will provide you with, a copy of these filings, at no cost, by calling us at +972-3-600-9030 or by writing to us
at the following address:
My
Size Inc.
HaYarden
4, pob 1026
Airport
City, Israel, 7010000
Attn.:
Or Kles
Chief
Financial Officer
My Size (NASDAQ:MYSZ)
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