My Size (NASDAQ: MYSZ) inks $10M stock purchase deal with Square Gate
Rhea-AI Filing Summary
My Size, Inc. entered into an Equity Purchase Agreement with Square Gate Capital Master Fund, LLC - Series 5, giving it the right, but not the obligation, to sell up to $10,000,000 of common stock over a 36‑month period ending no later than August 5, 2029. Sales are initiated at the company’s discretion via regular or intraday put notices, subject to conditions and a 4.99% beneficial ownership cap.
An Exchange Cap initially limits issuance to 1,024,597 shares, or 19.99% of shares outstanding on the execution date, unless stockholders approve more or the average sale price reaches at least $0.3706. My Size paid a $100,000 commitment fee in 269,229 shares, with possible true‑up shares. Purchase prices are set at 96.5% of the lowest VWAP for regular puts or 100% of the lowest trade during intraday periods. The company agreed to standstill, variable‑rate, and competing equity line restrictions that can limit other equity financings, while the investor agreed not to short or hedge the stock. My Size will file a Form S‑1 within 30 days to register resale of the commitment shares, and any proceeds from future share sales will be used for working capital and general corporate purposes.
Positive
- None.
Negative
- Potential dilution up to 19.99% of existing common stock through issuance of up to 1,024,597 shares under the equity facility, with additional issuance possible if stockholders approve or pricing conditions are met.
Filing Explained
The company has issued 269,229 common shares as a fully earned $100,000 commitment fee, increasing share count and reducing existing holders’ percentage ownership absent offsetting changes; the separate $10 million purchase right is only financing capacity, not completed sales.
8-K Event Classification
3 items: 1.01, 3.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Maximum Commitment Amount: $10,000,000
Commitment Period: 36 months
Exchange Cap Shares: 1,024,597 shares
+5 more
8 metrics
Maximum Commitment Amount
$10,000,000
Total potential common stock purchases by investor under the Equity Purchase Agreement
Commitment Period
36 months
Period following August 5, 2026 during which My Size may sell shares
Exchange Cap Shares
1,024,597 shares
Initial cap on shares issuable, representing 19.99% of shares outstanding on execution date
Exchange Cap Percentage
19.99%
Portion of outstanding common stock represented by the Exchange Cap on the execution date
Average Price Threshold
$0.3706 per share
Price level at or above which the Exchange Cap no longer applies
Beneficial Ownership Limit
4.99%
Maximum ownership of My Size common stock the investor may hold after any put
Commitment Fee
$100,000
Fee paid to investor in the form of common stock for entering the agreement
Commitment Shares Issued
269,229 shares
Number of shares issued as the initial commitment fee under the agreement
Key Terms
Equity Purchase Agreement, Exchange Cap, volume-weighted average price, Standstill Period, +2 more
6 terms
Equity Purchase Agreement financial
"entered into an Equity Purchase Agreement with Square Gate Capital Master Fund"
An equity purchase agreement is a legal contract that sets the terms for buying ownership shares in a company, including the number of shares, price, and any conditions that must be met before the sale closes. For investors it matters because it determines how much ownership and control they gain, how the company’s value and share count change, and what protections or obligations each side has—think of it as the detailed bill of sale and ground rules for a stock purchase.
Exchange Cap financial
"aggregate number of shares issued under the Equity Purchase Agreement would exceed 1,024,597 shares (representing 19.99%"
volume-weighted average price financial
"per share purchase price for the Put Shares ... equal to 96.5% of the lowest daily volume-weighted average price"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
Standstill Period financial
"during each Standstill Period, which generally begins upon the submission of a Put Notice"
A standstill period is a temporary pause written into an agreement or imposed by regulators during which certain actions—such as buying or selling shares, making takeover bids, or enforcing contract rights—are restricted or prohibited. Think of it as a moratorium that freezes particular moves so parties can negotiate, complete reviews, or avoid market disruption; for investors it affects timing, liquidity, and certainty around deals or corporate actions.
variable rate transactions financial
"During the Standstill, we are also prohibited from entering into variable rate transactions"
Registration Rights Agreement regulatory
"entered into a registration rights agreement (the 'Registration Rights Agreement') with the Investor"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What equity facility did My Size (MYSZ) establish with Square Gate Capital?
My Size entered an equity purchase agreement allowing it to sell up to $10,000,000 of common stock to Square Gate Capital over 36 months. The company controls timing via put notices, subject to ownership caps and other conditions.
What pricing formulas apply to My Size (MYSZ) stock sold under the equity line?
For regular put notices, the purchase price equals 96.5% of the lowest daily VWAP during a valuation period. For intraday put notices, the price equals 100% of the lowest traded price during the intraday valuation period, as defined in the agreement.
What commitment fee did My Size (MYSZ) pay for the equity purchase agreement?
My Size paid a $100,000 commitment fee in 269,229 shares of common stock, fully earned on the execution date. Additional true‑up commitment shares may be issued so the total fee value equals $100,000 based on a reference share price.
What financing restrictions does My Size (MYSZ) face under the equity purchase agreement?
My Size agreed to standstill periods after put notices, limits on issuing new equity or variable‑rate securities, and a prohibition on other equity line agreements without investor consent, which can constrain alternative equity financings during the agreement’s term.
How does My Size (MYSZ) plan to use proceeds from stock sales under this facility?
Any cash proceeds received from selling shares to the investor under the equity purchase agreement will be used for working capital and general corporate purposes, providing additional funding flexibility for ongoing operations.