MY SIZE, INC. (MYSZ) SPO
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|Company Name||MY SIZE, INC.|
|Company Address||3 ARAVA ST.
AIRPORT CITY 7010000
|Employees (as of 12/21/2017)||12|
|State of Inc||DE|
|Fiscal Year End||12/31|
|Shares Over Alloted||0|
|Shareholder Shares Offered||--|
|Lockup Period (days)||180|
|Quiet Period Expiration||1/30/2018|
We estimate that the net proceeds to us from this offering will be approximately $1.9 million if we sell all of the securities we are offering, based upon the assumed public offering price of $0.65 per share of common stock and $0.64825 per pre-funded warrant, after deducting placement agent fees and estimated offering expenses payable by us. If we sell 75%, 50% or 25% of the maximum amount offered, our net proceeds would be approximately $1.4 million, $822,000 or $243,000, respectively, after deducting placement agent fees and estimated offering expenses payable by us. We will receive additional proceeds from the exercise of the prepaid warrants and common warrants issuable in connection with this offering, only if such common warrants are exercised at $0.85 per share, or the remaining unpaid $0.001 per share of the pre-paid warrants are to be paid to us, and the holders of such warrants pay such amounts in cash upon such exercise and do not utilize the cashless exercise provision of with respect to the warrants. Such proceeds with respect to the common warrants could not exceed $2,443,219. We will use the proceeds of the offering to repay $666,666 in principal amount of promissory notes that we sold to various institutional investors in our October 2017 private placement of securities. Such notes were issued at a 10% original issue discount, with no ordinary interest, and were initially due on the earlier of February 28, 2019 or the completion of an equity offering of our securities (of which this offering qualifies). We have received a waiver from all of the holders of the promissory notes such that the remaining aggregate outstanding principal amounts of the promissory notes, or $666,667 shall be due upon the earlier of the closing of our next offering or March 31, 2018. We will also pay the placement agent an additional $120,000 in fees for its services as the sole placement agent in connection with such October 2017 private placement, of which $60,000 will become due and payable upon the closing of this offering and $60,000 will become due and payable upon the closing of our next offering in accordance with our agreement with the placement agent. Even if we raise less than the maximum amount offered, we will still use the proceeds to repay $666,666 in principal amount of promissory notes and $60,000 in fees payable to the placement agent. We intend to use net proceeds from this offering (after the repayment of the aforementioned promissory notes and related fees to the placement agent) for working capital, repayment of trade payables and general corporate purposes. We have not yet determined the amount of net proceeds to be used specifically for any particular purpose or the timing of these expenditures. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds from the sale of these securities. Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot currently allocate specific percentages of the net proceeds that we may use for the purposes specified above, and we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including our ability to obtain additional financing. We may find it necessary or advisable to use the net proceeds for other purposes, and our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds from this offering. Pending the use of the net proceeds from this offering, we intend to invest the net proceeds in investment-grade, interest-bearing instruments.
Management of the Company believes that its technology and applications are a win-win solution for consumers, retailers, couriers and individuals. The Company’s technology is protected by three issued patents, one in each of Russia, Japan and the U.S., one patent-pending submission and an additional patent application which is in process. My Size’s products are designed to allow users to measure themselves simply by sliding a smartphone over their body, and the measurements are recorded by the My Size application. Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, measuring tape, etc.). Users of the My Size apps will have their information protected and a unique identification number is provided that matches personal sizes with retailer size charts. When consumers get the right size products, there are fewer returns of such products involved. My Size’s advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine which sizes will best fit the customer. The collection of this data, and tracking shoppers’ preferences, allows for a unique shopping experience both online and in brick and mortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them. However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. Competitive Landscape The following chart lists some but not all of our competitors: Name Technology User Action Product / Service True Fit Algorithm driven engine Answer questions to . Based on statistics; matches manufacturer specs create profile doesn’t reflect real and data points with measurement customer profile Fits.me Software solution based on Answer questions to . Virtual fitting room a personal avatar; create profile . size Algorithm driven engine Recommendations matches manufacturer specs based on statistics and data points with customer profile Virtusize Compares a reference item Reference items: a . Garment-to-garment the silhouette of the previous purchase comparison with tape garment they are looking to or a favorite item. measure (manually) buy Measure it manually and enter results to the app EasyMeasure Uses camera and motion User needs to . Allows the user to sensors photograph measure large according to the objects and from far instructions and away (i.e. a conditions of the building). Low app. (i.e certain accuracy requires lighting optimal lighting conditions) conditions . Only on iOS platform . Very intuitive AR MeasureKit AR kit and motion sensors Allows the user to . Requires bright measure objects light, and a from a distance contrast between the with the camera object and the background . When measuring small objects it can be difficult to “mark” them . Only on iOS platform Smart Measure Camera and motion sensors Allows the user to . Easy to use measure objects . Requires the user to from a distance know the height of the device . Requires optimal lighting conditions . Only on Android platform Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well established in markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retail formats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our concepts will not reduce our profitability.
The Company is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety of items via a smartphone. By downloading the application to a smartphone, the user is then able to run the smartphone over the surface of
an item the user wishes to measure. The information is then automatically sent to a cloud-based server where the dimensions are calculated through the Company’s proprietary algorithms, and the accurate measurements (+ or - 2 centimeters) are then sent back to the users smartphone. We believe that the commercial applications for this technology are significant in many areas. Currently, we are focusing on the following market segments: . E-commerce apparel industry – our main target-market; . Courier services; . Do it yourself (“DIY”) uses; and . Usage as a tape measure. While we are currently devoting much of our focus on the applications for the apparel business, management believes that all of the above mentioned applications will be useful to users, retailers and vendors alike. --- The Company was incorporated in the State of Delaware and commenced operations in September 1999 under the name Topspin Medical, Inc. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, the Company changed its name to My Size, Inc. Our principal executive offices are located at 3 Arava St., pob 1026, Airport City, Israel 7010000, and our telephone number is +972-3-600-9030. Our website address is www.MySizeID.com.
|Auditor||Somekh Chaikin CPAs (Israel), a member firm of KMPG Internati...|
|Company Counsel||Sheppard, Mullin, Richter and Hampton LLP|
|Lead Underwriter||Roth Capital Partners, Inc|
|Transfer Agent||V Stock Transfer|
|Underwriter Counsel||Kelley Drye and Warren LLP|
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