MySize Announces $2.5 Million Private Placement Priced At-the-Market Under Nasdaq Rules

MySize raises $2.5 million via an at-the-market private placement with additional warrant coverage and plans to fund general corporate needs.

Rhea-AI Summary

MySize (MYSZ) entered definitive agreements for a $2.5 million private placement of 1,308,901 common shares (or pre-funded warrants) at $1.91 per share, expected to close on or about September 16, 2026.

Investors will also receive unregistered Series C warrants to purchase up to 1,308,901 shares and Series D warrants to purchase up to 1,308,901 shares, each with an exercise price of $1.66 and exercisable immediately upon issuance. Series C warrants will have a five-year term and Series D warrants an 18‑month term, each from the effective date of a resale registration statement. H.C. Wainwright & Co. is the exclusive placement agent, and MySize plans to use net proceeds for general corporate purposes, including working capital.

Positive

• Gross proceeds expected at approximately $2.5 million from the offering
• 1,308,901 shares (or pre-funded warrants) sold at $1.91 per share
• Series C and D warrants cover up to 2,617,802 additional shares at $1.66 exercise price

Negative

• Equity issuance of 1,308,901 shares plus two warrant series implies future dilution potential

News Explained

Potential share issuance can reduce existing ownership percentages; expected gross proceeds exceed cash and investments reported as of June 30, 2026.

MySize has entered definitive agreements for a private placement expected to close on or about September 16, 2026, subject to customary conditions; the company would receive approximately $2.5 million in gross proceeds while issuing 1,308,901 common shares or pre-funded warrants and two warrant series.

If the common shares are issued or either warrant series is exercised, the resulting additional shares can increase total share count and reduce existing holders’ percentage ownership, absent offsetting changes.

The transaction is a private placement—sale to selected investors outside a public offering—and the securities are unregistered; MySize has agreed to file SEC registration statements so investors can later resell under an effective registration statement or an exemption.

For scale, the expected gross proceeds are larger than the latest reported $455,000 of cash and investments at June 30, 2026, but the release characterizes the proceeds as expected rather than received.

Market Context

MYSZ reported $453,000 in cash as of June 30 and disclosed a need for additional capital; this place...

Analysis

MYSZ reported $453,000 in cash as of June 30 and disclosed a need for additional capital; this placement's stated $2.5 million gross proceeds directly addresses that financing requirement.

Key Figures

Shares issued: 1,308,901 shares Purchase price: $1.91 per share Gross proceeds: $2.5 million +5 more

Shares issued

1,308,901 shares

Private placement

Purchase price

$1.91 per share

Private placement pricing

Gross proceeds

$2.5 million

Expected proceeds to the company

Series C warrants

1,308,901 warrants

Unregistered warrants issued with the offering

Series D warrants

1,308,901 warrants

Unregistered warrants issued with the offering

Warrant exercise price

$1.66 per share

Both Series C and Series D warrants

Offering close

September 16, 2026

Expected closing date, subject to customary conditions

Warrant terms

5 years and 18 months

Series C and Series D terms, respectively

Historical Context

2 past events · Latest: Sep 14

2 events

1. Sep 14

   acquisition strategy

   24h Move

   -4.0%

   Company disclosed strategy could require additional equity or equity-linked financing, potentially diluting holders.

2. Aug 14

   Q2 results

   24h Move

   -12.1%

   Results disclosed $453,000 cash, continued losses, negative cash flows, and need for additional capital.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

at-the-market, pre-funded warrants, regulation d, section 4(a)(2), +1 more

5 terms

at-the-market financial

"private placement priced at-the-market under Nasdaq rules"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

pre-funded warrants financial

"or pre-funded warrants in lieu thereof"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

regulation d regulatory

"and Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

section 4(a)(2) regulatory

"under Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

resale registration statement regulatory

"effective date of the Resale Registration Statement"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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AIRPORT CITY, Israel, Sept. 15, 2026 /PRNewswire/ -- MySize, Inc. (NASDAQ: MYSZ) ("MySize" or the "Company"), a global provider of AI-driven retail technology solutions, today announced that it has entered into definitive agreements for the issuance and sale of 1,308,901 of its shares of common stock (or pre-funded warrants in lieu thereof) at a purchase price of $1.91 per share (or pre-funded warrant) in a private placement priced at-the-market under Nasdaq rules. In addition, the Company has agreed to issue in the offering unregistered Series C warrants to purchase up to an aggregate of 1,308,901 shares of common stock and Series D warrants to purchase up to an aggregate of 1,308,901 shares of common stock. The aggregate gross proceeds to the Company from the offering are expected to be approximately $2.5 million. The offering is expected to close on or about September 16, 2026, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

Each series of warrants will have an exercise price of $1.66 per share and will be exercisable immediately upon issuance. The Series C warrants have a term of five years from the effective date of the Resale Registration Statement (as defined below) and the Series D warrants have a term of 18 months from the effective date of the Resale Registration Statement.

My Size currently intends to use the net proceeds from the offering for general corporate purposes, including working capital.

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered securities to be issued in the offering (the "Resale Registration Statement").

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. 

About My Size, Inc.

MySize, Inc. (Nasdaq: MYSZ) operates technology and commerce businesses serving the fashion and retail industries, including AI-enabled sizing solutions, e-commerce, second-hand fashion and brand distribution. The Company is pursuing a strategy to expand into defense technology through selective acquisitions.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements concerning market and other conditions, the timing and completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of net proceeds from the offering.

Forward-looking statements can be identified by words such as "anticipate," "believe," "expect," "intend," "plan," "may," "should," "could," "might," "seek," "target," "will," "project," "continue" and similar expressions or the negative of such terms. These forward-looking statements are based on assumptions and assessments made in light of management's experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of the Company's control. Many factors could cause the Company's actual activities or results to differ materially from the activities and results anticipated in forward- looking statements, including, but not limited to, the following: the Company's ability to identify suitable acquisition targets and evaluate potential acquisition opportunities; the Company's ability to negotiate and enter into definitive agreements on acceptable terms or complete any proposed acquisition; the availability, timing and cost of financing and the potential dilution to existing stockholders resulting from equity or equity-linked financings; the Company's ability to obtain required Nasdaq, corporate, stockholder and regulatory approvals; the Company's ability to successfully consummate and integrate acquired businesses and realize anticipated operational, strategic or financial benefits; risks associated with expanding into the defense technology sector, including its limited operating experience in that industry; export controls, licensing requirements, government contracting regulations and other legal and regulatory restrictions applicable to defense technology businesses; the Company's ability to retain key personnel and attract additional management and technical talent; competition for acquisition opportunities and changes in market conditions; general economic, geopolitical and capital markets conditions; and the possibility that the Company's acquisition strategy, diversification efforts or anticipated growth opportunities may not be successfully implemented or may not result in increased stockholder value.

Other risks include the Company's liquidity and additional capital requirements, its ability to continue as a going concern and maintain compliance with Nasdaq listing requirements, and the risks described in its filings with the U.S. Securities and Exchange Commission (SEC), including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC. Readers are urged to review the Company's filings with the SEC for a more complete discussion of these and other risks and uncertainties.

There can be no assurance that the Company will complete any acquisition or successfully implement the strategy described in this release. Forward-looking statements speak only as of the date of this press release. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contact:

Oren Elmaliah, CFO
ir@mysizeid.com

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SOURCE MySize

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the key terms of MySize's Series C and Series D warrants in this offering?

Each of the Series C and Series D warrants has an exercise price of $1.66 per share and is exercisable immediately upon issuance. The Series C warrants have a term of five years from the effective date of the resale registration statement, while the Series D warrants have a term of 18 months from that effective date.

How will the securities in MySize's private placement be registered for resale?

The securities are being issued in a private placement under Section 4(a)(2) of the Securities Act and Regulation D, and are not registered under the Securities Act or state laws. Pursuant to a registration rights agreement, the company has agreed to file one or more registration statements with the SEC to cover the resale of the unregistered securities issued in the offering, referred to as the Resale Registration Statement.

What does MySize plan to do with the net proceeds from this private placement?

MySize currently intends to use the net proceeds from the offering for general corporate purposes, including working capital.