My Size, Inc. (MYSZ) outlines $10M equity line and 3.25M-share resale
My Size, Inc. has registered up to 3,252,404 shares of common stock for resale by Square Gate Capital Master Fund, LLC – Series 5. This includes 3,125,000 ELOC Shares, 33,654 Initial Commitment Shares and up to 93,750 True-Up Commitment Shares tied to future share prices.
These shares support a three-year $10,000,000 equity line facility under an Equity Purchase Agreement that allows, but does not obligate, My Size to sell stock to Square Gate. My Size will not receive proceeds from investors’ resale of these shares, only from any primary sales it elects to make to Square Gate.
The company highlights risks of substantial dilution, potential share price pressure from resales, strict 4.99% ownership and 19.99% exchange caps, and Nasdaq listing risks, including a low Market Value of Listed Securities. Its auditors have previously raised substantial doubt about its ability to continue as a going concern.
Positive
- None.
Negative
- Going-concern risk: the independent auditor’s report for December 31, 2025 notes significant losses, negative cash flows and an accumulated deficit that raise substantial doubt about My Size’s ability to continue as a going concern.
- Nasdaq delisting risk: as of August 6, 2026, My Size’s Market Value of Listed Securities was approximately $2.1 million, below the contemplated $5.0 million Nasdaq threshold, which could lead to suspension and delisting if a stayed rule becomes effective and the company cannot comply.
Filing Explained
The reverse split is complete, while the ELOC’s current share impact is limited to issued commitment shares and any conditional true-up.
The filing records that My Size effected a 1-for-8 reverse split on
A reverse split consolidates shares and raises the per-share price proportionally; the split itself does not change the company’s value.
The filing states that 33,654 commitment shares were issued on
Those issued shares, and any later true-up shares, increase the total share count without corresponding cash consideration, reducing existing holders’ percentage ownership absent offsetting changes.
For the quarter ended
The specified unresolved milestone is the registration statement’s effectiveness: if the applicable closing price is below
Sources and calculations
- My Size, Inc. Form 424B3 prospectus (2026-08-12)
- Reverse stock split definition (2026-07-17)
- Dilution definition (2026-07-17)
- MySize latest quarterly fundamentals (2026-03-31)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $654,000 / ($2,069,000 / 90) = [object Object]
Key Figures
Key Terms
Equity Purchase Agreement financial
Exchange Cap financial
Beneficial Ownership Limitation financial
Market Value of Listed Securities financial
reverse share split financial
Variable Rate Transaction financial
Offering Details
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What is My Size, Inc. (MYSZ) registering in this resale prospectus?
How much funding can My Size, Inc. (MYSZ) access under the Square Gate equity line?
Will My Size, Inc. (MYSZ) receive proceeds from the resale of the registered shares?
How dilutive could the My Size, Inc. (MYSZ) ELOC facility be to current shareholders?
What are the key Nasdaq listing risks disclosed by My Size, Inc. (MYSZ)?
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| Prospectus | Filed Pursuant to Rule 424(b)(3) |
| Registration No. 333-298106 |
My Size, Inc.
Up to 3,252,404 Shares of Common Stock
Consisting of
Up
to a Maximum of 3,125,000 Shares of Common Stock,
33,654 Shares as Initial Commitment Shares
and
Up to 93,750 Shares as True-Up Commitment Shares
This prospectus relates to the resale from time to time by Square Gate Capital Master Fund, LLC - Series 5, a Delaware limited liability company (“Square Gate” or the “Investor”), of up to 3,252,404 shares of our common stock, par value $0.001 per share, consisting of (i) up to 3,125,000 shares of common stock (the “ELOC Shares”), that may be issued by us to the Investor pursuant to the Equity Purchase Agreement, dated as of August 5, 2026, between our company and the Investor (the “ELOC Purchase Agreement”), establishing a committed equity facility (the “Facility” or “Equity Line of Credit”), (ii) 33,654 shares of our common stock that have been issued to the Investor pursuant to the ELOC Purchase Agreement, being the commitment shares for the Facility (the “Initial Commitment Shares”), and (iii) up to an additional 93,750 shares (the “True-Up Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”), which will be issued only if the closing price of our common stock on the day the registration statement to which this prospectus relates is declared effective by the SEC (the “True-Up Commitment Share Reference Price”) is below $2.9648, the closing price of our common stock on August 4, 2026, the trading day immediately preceding the date the ELOC Purchase Agreement was executed (the “Initial Commitment Share Reference Price”).
We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the ELOC Shares by the Investor. However, we may receive up to $10,000,000 in aggregate gross proceeds from the Investor under the ELOC Purchase Agreement in connection with sales of the ELOC Shares to the Investor pursuant to the ELOC Purchase Agreement after the date of this prospectus. See “The ELOC Transaction” for a description of the ELOC Purchase Agreement and the Facility and “Selling Stockholder” for additional information regarding the Investor.
The Investor may offer, sell or distribute all or a portion of the ELOC Shares hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of the ELOC Shares. The Investor may be deemed an underwriter within the meaning of Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act”), and will pay or assume any discounts, commissions or concessions received by them except as set forth in the ELOC Purchase Agreement. Although the Investor is obligated to purchase our ELOC Shares under the terms of the ELOC Purchase Agreement to the extent we choose to sell such ELOC Shares to it (subject to certain conditions), there can be no assurances that the Investor will sell any or all of the ELOC Shares purchased under the ELOC Purchase Agreement pursuant to this prospectus. See “Plan of Distribution.”
This prospectus gives effect to a 1-for-8 reverse share split of our issued and outstanding shares of Common Stock (the “Reverse Split”), which was effected on August 12, 2026, with a market place effective date of August 13, 2026. Except where otherwise indicated, other than in the historical financial statements and related notes incorporated by reference into this prospectus, all share and per share data in this prospectus have been retroactively restated to reflect the Reverse Split.
Our common stock is listed on the Nasdaq Capital Market under the symbol “MYSZ”. On August 11, 2026, the last reported sale price of our common stock on the Nasdaq Capital Market was $3.048 per share.
Investing in our securities involves a high degree of risk. You should read this 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 4 of this 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. Any representation to the contrary is a criminal offense.
The date of this prospectus is August 12, 2026.
TABLE OF CONTENTS
| About this Prospectus | 1 |
| Prospectus Summary | 2 |
| Risk Factors | 4 |
| The ELOC Transaction | 7 |
| Special Note Regarding Forward-Looking Statements | 9 |
| Use of Proceeds | 10 |
| Selling Stockholder | 11 |
| Description of the Offered Securities | 12 |
| Plan of Distribution | 14 |
| Legal Matters | 15 |
| Experts | 15 |
| Where You Can Find More Information | 15 |
| Incorporation By Reference | 16 |
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About This Prospectus
This prospectus is part of a registration statement that we filed with the SEC. As permitted by the rules and regulations of the SEC, the registration statement filed by us 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 website or its offices described below under the heading “Where You Can Find More Information”.
You should rely only on the information that is contained in this prospectus or that is incorporated by reference into this prospectus. We have not authorized anyone to provide you with information that is in addition to or different from that contained in, or incorporated by reference into, this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it.
We are not offering to sell or solicit any security other than the shares of common stock offered by this prospectus. In addition, we are not offering to sell or solicit any securities to or from any person in any jurisdiction where it is unlawful to make this offer to or solicit an offer from a person in that jurisdiction. The information contained in this prospectus is accurate as of the date on the front of this prospectus only, regardless of the time of delivery of this prospectus or of any sale of our shares of common stock. Our business, financial condition, results of operations and prospects may have changed since that date.
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PROSPECTUS SUMMARY
The following summary highlights certain 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, all references to “we,” “us,” “our” or “the Company” in this prospectus are to My Size, Inc., a Delaware corporation, and its subsidiaries, including My Size Israel 2014 Ltd. My Size LLC, Orgad International Marketing Ltd., or Orgad, and Naiz Bespoke Technologies, S.L, or Naiz Fit, New Percentil, S.L., or New Percentil, Rotrade Ltd., ShoeSize.Me AG (“ShoeSizeMe”) and Ten Peacks Ltd. taken as a whole.
Overview
We are a fashion technology company operating an integrated portfolio of businesses designed to address the most pressing challenges facing fashion brands and retailers today—size and fit accuracy, excess inventory management, circular economy solutions, and international market distribution. Through our subsidiaries, we provide end-to-end support across the fashion value chain: Naiz Fit, our technology subsidiary, delivers AI-driven size and fit solutions for fashion e-commerce companies, and includes ShoeSize.Me, a European AI-powered footwear sizing solution we acquired in September 2025; Orgad, an online retailer and technology-enabled consumer products company operating principally as a third-party seller on Amazon; Percentil, a managed second-hand fashion recommerce platform operating across Southern and Central Europe; and Ten Peacks Ltd., a distribution subsidiary focused on marketing and distributing global apparel and footwear brands in Israel.
Our strategy is to build an integrated fashion platform—the infrastructure layer that enables fashion brands to address four critical pain points simultaneously: size and fit challenges that drive returns and suppress conversion rates; overstocked and unsold inventory that erodes margins; sustainability obligations that increasingly require brands to offer circular economy solutions; and international growth ambitions that require local distribution expertise and relationships.
We believe this integrated approach is differentiated in the market. Unlike point solutions that address a single problem, our platform is designed to allow brands to work with one group-level partner across technology, commerce, circularity, and distribution—each business unit reinforcing the others through shared data, commercial relationships, and infrastructure.
Recent Developments
ELOC Transaction
On August 5, 2026 (the “Execution Date”), we entered into the ELOC Purchase Agreement with Square Gate pursuant to which we have the right to direct Square Gate to purchase up to $10 million of shares of our common stock at our sole discretion over the 36-month term of the ELOC Purchase Agreement, subject to certain conditions precedent and other limitations. We also agreed to issue 33,654 Initial Commitment Shares and up to 93,750 True-Up Commitment Shares. For additional information, see “The ELOC Transaction” below.
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, P.O.B. 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.
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The Offering
| Shares of Common Stock Outstanding at August 6, 2026 | 640,742 shares of common stock. | |
| Shares Offered by the Selling Stockholder | 3,252,404 shares of our common stock, consisting of (i) 3,125,000 ELOC Shares (ii) 33,654 Initial Commitment Shares, and (iii) 93,750 True-Up Commitment Shares. The selling stockholder is identified in the table commencing on page 11. | |
| Shares of Common Stock Outstanding Immediately After this Offering | 3,859,492 shares of common stock, assuming the issuance of the shares of common stock registered on the registration statement to which this prospectus relates pursuant to the ELOC Purchase Agreement. The actual number of shares of common stock will vary depending upon the number of shares of common stock we sell under the ELOC Purchase Agreement. | |
| Use of proceeds | We will not receive any proceeds from the sale of the shares of common stock by the selling stockholder. All net proceeds from the sale of the shares of common stock covered by this prospectus will go to the selling stockholder. We may receive up to $10.0 million aggregate gross proceeds under the ELOC Purchase Agreement from sales of shares of our common stock that we elect to make to Square Gate pursuant to the ELOC Purchase Agreement, if any, from time to time in our sole discretion, although the actual amount of proceeds that we may receive cannot be determined at this time and will depend on the number of shares we sell under the ELOC Purchase Agreement and market prices at the times of such sales. Any proceeds that we receive from sales of shares under the ELOC Purchase Agreement will be used for working capital and general corporate purposes. See the section of this prospectus titled “Use of Proceeds.” | |
| Nasdaq Capital Market Symbol | MYSZ | |
| Risk factors | Before investing in our securities, you should carefully read and consider the “Risk Factors” beginning on page 4 of this prospectus. |
As of August 11, 2026, our authorized share capital consists of 250,000,000 shares of common stock, $0.001 par value per share, of which 640,742 are outstanding, and excludes as of such date:
| ● | 12,922 shares of common stock issuable upon exercise of outstanding options and restricted stock units under our 2017 Equity Incentive Plan at a weighted exercise price of $5.68; | |
| ● | 41,852 shares of common stock reserved for potential future issuance pursuant to our 2017 Equity Incentive Plan and 2017 Consultant Incentive Plan, combined;
| |
| ● | 125,622 shares of common stock issuable upon the exercise of warrants outstanding at a weighted exercise price of $77.52 per share; and | |
| ● | the issuance of 63,000 shares of common stock underlying warrants exercised in May 2024, the issuance of which is held in abeyance subject to a beneficial ownership limitation provision in the warrant. |
Unless otherwise stated, all information in this prospectus assumes no exercise of the outstanding options or warrants into shares of common stock as described above, and gives retroactive effect to the Reverse Split.
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RISK FACTORS
An investment in our securities involves a high degree of risk, you should carefully consider the risk factors set forth in our most recent Annual Report on Form 10-K on file with the SEC, which is incorporated by reference into this prospectus, as well as the following risk factors, which supplement or augment the risk factors set forth in our Annual Report on Form 10-K. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. The risks and uncertainties not presently known to us or that we currently deem immaterial may also materially harm our business, operating results and financial condition and could result in a complete loss of your investment.
Issuances of our common stock to Square Gate may cause substantial dilution to our existing stockholders and could cause the price of our common stock to decline.
We are registering for resale up to an aggregate of 3,252,404 shares of our common stock, consisting of (i) 3,125,000 ELOC Shares (ii) 33,654 Initial Commitment Shares, and (iii) 93,750 True-Up Commitment Shares that have been or may be issued to Square Gate from time to time under the ELOC Purchase Agreement.
We anticipate that shares issued under the ELOC Purchase Agreement will be issued and sold over a period of as long as the approximately 36 months remaining under the ELOC Purchase Agreement. The number of shares ultimately sold by Square Gate under this prospectus is dependent upon the number of shares we elect to sell to Square Gate under the ELOC Purchase Agreement. Depending on a variety of factors, including market liquidity of our common stock, the issuance and sale of shares under the ELOC Purchase Agreement may cause the trading price of our common stock to decline.
We may ultimately issue and sell to the selling stockholder all, some or none of the shares of common stock available under the ELOC Purchase Agreement that we are registering. The selling stockholder may sell all, some or none of our shares that it holds or comes to hold pursuant to sales under the ELOC Purchase Agreement. The issuance and sale of shares by us to Square Gate pursuant to the ELOC Purchase Agreement will result in dilution to the interests of other holders of our common stock. The sale of a substantial number of shares of our common stock by the selling stockholder in this offering, or anticipation of such sales, could cause the trading price of our common stock to decline or make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise desire.
The sale of a substantial number of shares of common stock in the public market could adversely affect the prevailing market price of our shares.
We are registering for resale an aggregate of 3,252,404 shares of our common stock. Sales of a substantial number of our shares in the public market, or the perception that such sales might occur, could adversely affect the market price of our shares. We cannot predict if and when the selling stockholder may sell such shares in the public markets. Furthermore, in the future, we may issue additional shares or other equity or debt securities convertible into shares. Any such issuance could result in substantial dilution to our existing stockholders and could cause our share price to decline.
We may not have access to the full amount available under the ELOC Purchase Agreement.
Under the ELOC Purchase Agreement, pursuant to a Regular Put Notice, shares of our common stock issuable under the ELOC Purchase Agreement, if and when they are sold to Square Gate pursuant to the terms of the ELOC Purchase Agreement, will be sold at a per share price equal to 96.5% of the lowest daily VWAP during the three trading days following the date of the Purchase Notice requiring such purchase. Pursuant to an Intraday Purchase Notice, shares of our common stock issuable under the ELOC Purchase Agreement, if and when they are sold to Square Gate pursuant to the terms of the ELOC Purchase Agreement, will be sold at a per share price equal to 100% of the lowest traded price beginning at the Intraday Pricing Commencement (as defined in the ELOC Purchase Agreement) and ending upon the later of (i) once the aggregate trading volume since the commencement of pricing equals ten (10) times the Intraday Purchase Quantity and (ii) fifteen (15) minutes after the Intraday Pricing Commencement. See the section entitled “The ELOC Transaction” below.
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Although the ELOC Purchase Agreement provides that we may sell up to $10,000,000 of our common stock to Square Gate, depending on the market prices of our common stock, we may not be able to nor desire to sell any or all of the shares contemplated by the ELOC Purchase Agreement. In addition, if the number of shares registered hereby is insufficient to cover all of the shares we elect to sell to Square Gate under the ELOC Purchase Agreement, we will be required to file one or more additional registration statements to register such additional shares.
In addition, pursuant to the terms of the ELOC Purchase Agreement, (i) the number of shares of common stock we will sell to Square Gate under each Put Notice will not exceed the Beneficial Ownership Limitation which is 4.99% of the then total outstanding common stock, and (ii) the aggregate number of shares of common stock we will sell to Square Gate will not exceed the “Exchange Cap” which is 19.99% of the aggregate number of shares of common stock issued and outstanding as of the date of the ELOC Purchase Agreement, unless (a) our stockholders have approved the issuance of shares of common stock in excess of the Exchange Cap, or (b) the average price of all applicable sales equals or exceeds $2.9648 per share. If the market price of our common stock declines such that the average price of all sales falls below $2.9648 per share, we may be unable to access the full commitment amount under the ELOC Purchase Agreement without first obtaining stockholder approval, which we may not be able to obtain.
The extent to which we rely on Square Gate as a source of funding will depend on several factors, including the prevailing market price of our common stock and the extent to which we are able to secure working capital from other sources. Even if we sell a significant number of shares under the ELOC Purchase Agreement to Square Gate, we may still need additional capital to fully implement our business, operating and development plans. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could be a material adverse effect on our business, operating results, financial condition and prospects.
Square Gate will pay less than the then-prevailing market price for our common stock, which could cause the price of our common stock to decline.
The purchase price of common stock sold to Square Gate under the ELOC Purchase Agreement is derived from the market price of our common stock. The shares to be sold to Square Gate pursuant to the ELOC Purchase Agreement will be purchased at a discounted price as described above. Sales by Square Gate of our common stock could cause the price of our common stock to decrease. These sales may have a further impact on the price of our common stock.
It is not possible to predict the actual number of shares we will sell under the ELOC Purchase Agreement to the selling stockholder, or the actual gross proceeds resulting from those sales.
Subject to certain limitations in the ELOC Purchase Agreement and compliance with applicable law, we have the discretion to deliver notices to Square Gate at any time throughout the term of the ELOC Purchase Agreement. The actual numbers of shares of common stock that are sold to the selling stockholder may depend upon a number of factors, including the market price of the common stock during the sales period. Because the price per share of each share sold and issued to Square Gate will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold and issued or the actual gross proceeds to be raised in connection with those sales and issuances.
Investors who buy ELOC Shares from Square Gate at different times will likely pay different prices.
Pursuant to the ELOC Purchase Agreement, we will have discretion to vary the timing, price and number of shares sold to Square Gate. If and when we elect to sell the ELOC Shares to Square Gate pursuant to the ELOC Purchase Agreement, after Square Gate has acquired such ELOC Shares, Square Gate may resell all, some or none of such shares at any time or from time to time in its sole discretion and at different prices. As a result, investors who purchase shares from Square Gate in this offering at different times may pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from Square Gate in this offering as a result of future sales made by us to Square Gate at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to Square Gate under the ELOC Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Square Gate may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.
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If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.
Nasdaq has established certain standards for the continued listing of a security on the Nasdaq Capital Market. The standards for continued listing include, among other things, that the minimum bid price for the listed securities not fall below $1.00 per share for a period of 30 consecutive trading days, that we maintain a minimum of $2,500,000 in shareholders’ equity and that our Market Value of Listed Securities (“MVLS”) not fall below $5.0 million for a period of 30 consecutive trading days, as further discussed below.
We have in the past fallen out of compliance with certain continued listing standards, including the minimum bid price requirement, although we have subsequently been able to regain compliance. No assurance, however, can be given that we will continue to be in compliance with the continued listing requirements of the Nasdaq Capital Market. Failure to meet applicable Nasdaq continued listing standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors and employees and fewer business development opportunities.
On July 22, 2026, the SEC approved a new Nasdaq continued listing requirement applicable to companies listed on the Nasdaq Stock Market that would require listed companies to maintain a minimum MVLS of at least $5.0 million. Under the approved rule, if a company’s MVLS remains below $5.0 million for 30 consecutive trading days, Nasdaq will issue a Staff Delisting Determination and immediately suspend trading in the company’s securities and commence delisting proceedings. Unlike many other Nasdaq continued listing standards, the rule does not provide a compliance or cure period before a delisting determination is issued. Although a company may appeal a delisting determination, the appeal generally does not stay the suspension of trading, and the company’s securities would generally trade on an over-the-counter market during the appeals process. In addition, any exception that may be granted by a Nasdaq Hearings Panel is limited. In particular, the Hearings Panel may grant an exception of up to 180 days only if the company demonstrates that it can satisfy Nasdaq’s applicable initial listing requirements, which are generally more stringent than Nasdaq’s continued listing standards. As a result, companies subject to a delisting determination under the MVLS rule may have fewer opportunities to regain compliance than under other Nasdaq continued listing requirements.
However, on July 29, 2026, the SEC notified Nasdaq that it had received notices of intention to petition for review of the approval order and, pursuant to Rule 431(e) of the SEC’s Rules of Practice, the effectiveness of the approval order was automatically stayed pending further review by the SEC. As a result, the ultimate implementation, timing and scope of the MVLS requirement remain uncertain. As of August 6, 2026, our MVLS was approximately $2.1 million, which is below the $5.0 million threshold contemplated by the rule. Accordingly, if the stay is lifted, the rule becomes effective and we are unable to satisfy the MVLS requirement, our securities would become subject to suspension and delisting from Nasdaq. Any such suspension or delisting could materially reduce the liquidity and market price of our common stock, impair our ability to raise additional capital, reduce investor interest in our securities and adversely affect our business, financial condition and prospects.
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 occurred between Israel and its neighboring countries and terrorist organizations active in the region, including Iran, Hamas (an Islamist terrorist militia and political group that controls the Gaza strip), Hezbollah (an Islamist terrorist militia and political group based in Lebanon) and other terrorist organizations active in the region. These conflicts have involved missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions in Israel. 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 recent years, Israel has been engaged in sporadic armed conflicts with Hamas, an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist terrorist group that controls large portions of southern Lebanon, and with Iranian-backed military forces in Syria. In addition, Iran has threatened to attack Israel and may 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. On October 7, 2023, Hamas launched a series of attacks on civilian and military targets in Southern Israel and Central Israel, to which the Israel Defense Forces responded. On October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas.
In addition, both Hezbollah and the Houthi movement attacked military and civilian targets in Israel, to which Israel responded, including through increased air and ground operations in Lebanon. In addition, the Houthi movement attacked international shipping lanes in the Red Sea, to which both Israel and the United States responded. While a ceasefire was brokered between Israel and Hezbollah in November 2024, in March 2026, hostilities resumed along Israel’s northern border with Lebanon, when Hezbollah resumed its attacks as part of a broader regional escalation. In response, Israel resumed military operations against Hezbollah in Lebanon.
Further, in April 2024 and October 2024, Iran launched a series of drone and missile strikes against Israel, to which Israel responded. In addition, in response to ongoing Iranian aggression and support of proxy attacks against Israel, on June 13, 2025, Israel conducted a series of preemptive defensive air strikes in Iran targeting Iran’s nuclear program and military commanders. While a ceasefire was reached in June 2025 following 12 days of hostilities, on February 28, 2026, the United States and Israel launched coordinated military strikes against Iran, including attacks on strategic military infrastructure and leadership targets, with the stated aim of degrading Iran’s capacity to conduct or support hostile operations against them. In response, Iran has fired missiles and drones toward population centers and military installations in Israel, Europe and neighboring countries in the Gulf region, and also launched counter-strikes against U.S. forces and allied bases throughout the Gulf region. Although the United States and Iran have announced ceasefire and de-escalation arrangements from time to time, including a memorandum of understanding entered into on June 17, 2026 that contemplates the termination of military operations on multiple fronts, hostilities have resumed and may continue or escalate. A broader regional conflict involving additional state and non-state actors remains a significant risk. How long and how severe the conflicts in Gaza, Northern Israel, Lebanon, Iran or the broader region last and become is unknown at this time and any renewed or continued clash among Israel, Hamas, Hezbollah, Iran or other countries or militant groups in the region may escalate in the future into a greater regional conflict. Continued military escalation, retaliatory actions, or broader regional involvement may adversely affect economic conditions, disrupt markets, and create uncertainty that could negatively impact our business, financial condition and results of operations.
Certain of our employees may be obligated to perform military reserve duty generally until they reach the age of 40 (or older, for officers or other citizens who hold certain positions in the Israeli armed forces reserves) and, in the event of a military conflict, may be called to active duty. In response to increases in terrorist activity and military conflicts in Israel, there have been periods of significant call-ups of military reservists. None of our full-time or part-time employees in Israel were called up for reserve service in connection with the recent situation in Israel. 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.
To date, 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 and the U.S. However, if any of the ceasefires declared collapse or a new war commences or hostilities expand to other fronts, our operations may be adversely affected.
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.
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THE ELOC TRANSACTION
General
Pursuant to the ELOC Purchase Agreement that we entered into with Square Gate, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Square Gate to purchase up to an aggregate of $10,000,000 of shares of our common stock, over the 36-month term of the ELOC Purchase Agreement.
Purchase of Shares of Common Stock under the ELOC Purchase Agreement
Regular Put Notice
We may submit a Regular Put Notice after this registration statement to which this prospectus relates is declared effective by the SEC, covering the shares of common stock and stating the number of shares of common stock required to be purchased by Square Gate (the “Regular Put Quantity”). The maximum Regular Put Quantity that we may require Square Gate to purchase in a Regular Put Notice is the lesser of (i) 100% of the average daily trading volume over the five trading days before the Regular Put Notice date; (ii) 30% of the daily trading volume on the Regular Put Notice date; and (iii) the quotient obtained by dividing $500,000 by the closing price on the applicable Regular Put Notice date (the “Regular Purchase Limit”). The Regular Purchase Limit may be waived by Square Gate.
The purchase price Square Gate is required to pay for the Regular Purchase Shares is 96.5% of the lowest daily VWAP during the Regular Valuation Period. There is no upper limit on the price per share that Square Gate could be obligated to pay for common stock under the ELOC Purchase Agreement. We will control the timing and amount of any sales of common stock to Square Gate, and Square Gate has no right to require us to sell any shares to it under the ELOC Purchase Agreement.
Square Gate may, in its sole discretion, agree to increase the Regular Purchase Quantity for any given Regular Purchase Notice, regardless of the Regular Purchase Limit.
Intraday Purchase Notice
We may submit an Intraday Purchase Notice after this registration statement is effective, covering the shares of common stock and stating the number of shares of common stock required to be purchased by Square Gate before 4:00 p.m. EST (the “Intraday Purchase Quantity”). The maximum Intraday Purchase Quantity that we may require Square Gate to purchase in an Intraday Purchase Notice is 9.99% of the then outstanding shares of our common stock (the “Intraday Purchase Limit”).
The purchase price Square Gate is required to pay for the Intraday Purchase shares is 100% of the lowest traded price beginning fifteen (15) minutes immediately following the Intraday Pricing Commencement and ending upon the later of (i) once the aggregate trading volume since the commencement of pricing equals ten (10) times the Intraday Purchase Quantity and (ii) fifteen (15) minutes after the Intraday Pricing Commencement (the “Intraday Valuation Period”).
Square Gate may, in its sole discretion, agree to increase the Intraday Purchase Quantity for any given Intraday Purchase Notice, regardless of the Purchase Limit.
The net proceeds to us under the ELOC Purchase Agreement will depend on the frequency and prices at which we sell shares of its common stock to Square Gate.
The ELOC Purchase Agreement contains customary representations, warranties and agreements of the Company and Square Gate, limitations and conditions regarding sales of common stock, indemnification rights and other obligations of the parties.
Registration Rights
Concurrent with the execution of the ELOC Purchase Agreement, we entered into a registration rights agreement with Square Gate (the “ELOC Registration Rights Agreement”), pursuant to which we agreed to file a registration statement covering the issuance and sale of shares issuable under the ELOC Purchase Agreement as may be permitted under applicable rules. We agreed to use our best efforts to cause the registration statement to which this prospectus relates to be filed within 30 days after the execution of the ELOC Purchase Agreement and to have such registration statement declared effective by the SEC within 30 days of such execution.
Commitment Shares
In consideration for Square Gate’s execution, delivery and performance under the ELOC Purchase Agreement, on August 5, 2026, we issued to Square Gate securities having an aggregate stated value of $100,000 as the Commitment Fee, for which we received no cash consideration. The Commitment Fee was paid in the form of the Commitment Shares. Specifically, we issued 33,654 Initial Commitment Shares. The number of Initial Commitment Shares issued on the Execution Date was calculated by dividing $100,000 by the closing price of the common stock on Nasdaq on the Trading Day immediately preceding the Execution Date ($2.9648 per share), which is the Initial Commitment Share Reference Price.
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Upon the earlier of (i) the Commitment Shares becoming eligible for resale under Rule 144 or (ii) the effectiveness of the registration statement covering the resale of the Commitment Shares, if the True-Up Commitment Share Reference Price is less than the Initial Commitment Share Reference Price, we will immediately issue additional True-Up Commitment Shares, for no additional cash consideration, so that the aggregate number of shares of Commitment Shares equals $100,000 divided by the True-Up Commitment Share Reference Price. The True-Up Commitment Share Reference Price is generally based on the closing price of the common stock on or around the date on which the registration statement becomes effective or the date on which the initial Commitment Shares become Rule 144 eligible, whichever occurs first, as more fully described in the ELOC Purchase Agreement. Based on the closing price of our common stock of $2.9648 on August 5, 2026, which exceeds the Initial Commitment Share Reference Price of $2.9648 per share, no True-Up Commitment Shares are currently issuable; however, if the True-Up Commitment Share Reference Price on or around the date of effectiveness of this registration statement is less than $2.9648 per share, we will be required to issue additional True-Up Commitment Shares at that time. The Commitment Fee and Commitment Shares are fully earned as of the Execution Date and are not contingent upon any other event or condition, including the effectiveness of the registration statement or our submission of a Put Notice. The Commitment Shares (including any True-Up Commitment Shares) may be resold by Square Gate immediately upon the effectiveness of this registration statement.
Beneficial Ownership Limitation
At no time may Square Gate hold or be required to take a beneficial ownership position that exceeds 4.99% of our common stock then outstanding, unless waived by Square Gate.
Exchange Cap
Notwithstanding anything to the contrary in the ELOC Purchase Agreement, we may not effect, and Square Gate will not be obligated to make, any sales under the ELOC Purchase Agreement to the extent that the aggregate number of shares issued under the ELOC Purchase Agreement would exceed 1,024,597 shares (representing 19.99% of the aggregate number of shares of common stock issued and outstanding as of the Execution Date), which is the Exchange Cap. The Exchange Cap will not apply if (a) our stockholders approve the issuance of shares of common stock pursuant to the ELOC Purchase Agreement in excess of the Exchange Cap in accordance with the rules of Nasdaq, or (b) the Average Price of all applicable sales of shares hereunder (including any sales covered by a Regular Put Notice or Intraday Put Notice that has been delivered prior to the determination) equals or exceeds $2.9648 per share (which represents the lower of (i) the Nasdaq Official Closing Price immediately preceding the Execution Date and (ii) the average Nasdaq Official Closing Price for the five Trading Days immediately preceding the Execution Date). The “Average Price” is calculated by dividing the aggregate gross purchase price paid by Square Gate for all shares purchased under the ELOC Purchase Agreement by the aggregate number of shares issued thereunder; for this calculation, the purchase price for each Commitment Share is deemed to be $0.00. As a result, if the market price of our common stock declines such that the Average Price falls below $2.9648 per share, we would be limited to issuing only 1,024,597 shares under the ELOC Purchase Agreement unless we obtain stockholder approval.
Prohibitions on Securities Transactions
Unless waived by Square Gate, we have agreed not to issue any shares of common stock or other securities convertible into or exercisable or exchangeable for shares of common stock, or enter into any agreement to do so, (a) for a period of 10 Trading Days following the date the registration statement becomes effective, and (b) during each Standstill Period (as defined below), which generally begins upon the submission of a Put Notice that has been accepted and ends upon the later of (1) the Trading Day following the expiration of the applicable Valuation Period and (2) the close of the Trading Day on which the aggregate trading volume of the common stock since issuance of such Put Notice exceeds 400% of the number of shares of common stock pursuant to the Equity Purchase Agreement (the “Put Shares”) sold pursuant to such Put Notice (the “Standstill” and such period, a “Standstill Period”). The provisions of this standstill restriction do not apply to sales of securities in an “at-the-market” offering, except during the period from the time when the Regular Valuation Period expires until the time specified in clause (b)(2) above. These restrictions may limit our ability to raise additional capital through equity financings during the term of the ELOC Purchase Agreement.
During the Standstill, we are also prohibited from entering into variable rate transactions. A “Variable Rate Transaction” generally means a transaction in which we issue or sell equity or debt securities at a price that varies with trading prices or that is subject to reset, or enter into any other equity line of credit or continuous offering whereby shares may be sold at a future determined price; provided, however, that we may effect sales pursuant to a customary “at-the-market” facility with a FINRA-registered broker-dealer as sales agent.
In addition, so long as the ELOC Purchase Agreement remains in effect, we have agreed not to enter into any other equity line of credit agreement with any other party without Square Gate’s prior written consent.
No Short Selling
Square Gate may not, directly or indirectly, engage in any “short sale” (as defined in Rule 200 of Regulation SHO of the Exchange Act) or any hedging transaction that establishes a net short position with respect to common stock during the term of the ELOC Purchase Agreement.
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SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This prospectus contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Any statements in this prospectus 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 in this prospectus or in our Annual Report on Form 10-K that is incorporated by reference herein. 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; |
| ● | risks related to our ability to continue as a going concern; |
| ● | our ability to remain listed on Nasdaq; |
| ● | the new and unproven nature of the measurement technology markets; |
| ● | our ability to achieve customer adoption of our products; |
| ● | our ability to realize the benefits of our acquisitions of Orgad, Naiz and New Percentil; |
| ● | our dependence on assets we purchased from a related party; |
| ● | our ability to enhance our brand and increase market awareness; |
| ● | our ability to introduce new products and continually enhance our product offerings; |
| ● | the success of our strategic relationships with third parties; |
| ● | information technology system failures or breaches of our network security; |
| ● | competition from competitors; |
| ● | our reliance on key members of our management team; |
| ● | current or future litigation; |
| ● | current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk; |
| ● | changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements and the impact of such policies on us, our customers and suppliers, and the global economic environment; and |
| ● | the impact of the political and security situation in Israel on our business. |
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 Annual Report on Form 10-K, 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 hereof. Because the risk factors referred to in this prospectus or in our Annual Report on Form 10-K, 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.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common stock by the selling stockholder. All net proceeds from the sale of the shares of common stock covered by this prospectus will go to the selling stockholder. We expect that the selling stockholder will sell its shares of common stock as described under “Plan of Distribution.”
We may receive up to $10.0 million aggregate gross proceeds under the ELOC Purchase Agreement from any sales of shares of our common stock we make to Square Gate pursuant to the ELOC Purchase Agreement. However, we are unable to estimate the actual amount of proceeds that we may receive, as it will depend on the number of shares that we choose to sell, our ability to meet the conditions to purchase set forth in the ELOC Purchase Agreement, market conditions and the price of our shares, among other factors.
We currently intend to use the net proceeds of sales of shares under the ELOC Purchase Agreement, if any, for working capital and general corporate purposes. Although we have identified some potential uses of the net proceeds to be received upon sales of shares under the ELOC Purchase Agreement, we cannot specify these uses with certainty. Our management will have broad discretion in the application of the net proceeds and could use them for purposes other than those contemplated as of the date of this prospectus. 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.
Our expected use of net proceeds under the ELOC Purchase Agreement represents our current intentions based on our present plans and business condition, which could change in the future as our plans and business conditions evolve. As of the date of this prospectus, we cannot predict with certainty any or all of the particular uses for the net proceeds to be received under the ELOC Purchase Agreement, or the amounts, if any, that we will actually spend on the uses set forth above. The amounts and timing of our actual use of the net proceeds may vary depending on numerous factors, including our ability to obtain additional financing and changes we may make to our development plan. As a result, our management will have broad discretion in the application of the net proceeds, which may include uses not set forth above, 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 as described above, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments. It is possible that, pending their use, we may invest the net proceeds in a way that does not yield a favorable, or any, return for us
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SELLING STOCKHOLDER
The securities offered under this prospectus may be offered from time to time by the selling stockholder named below or by any of their respective pledgees, donees, transferees or other successors-in-interest. As used in this prospectus, the term “selling stockholder” includes the selling stockholder identified below and any donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from the selling stockholder as a gift, pledge or other non-sale related transfer. The selling stockholder named below acquired the shares of our common stock being offered under this prospectus directly from us. We issued the securities to the selling stockholder in reliance on an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder.
The following table sets forth as of August 6, 2026: (1) the name of the selling stockholder for whom we are registering shares of our common stock under the registration statement of which this prospectus is a part, (2) the number of shares of our common stock beneficially owned by the selling stockholder prior to the offering, determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (3) the number of shares of our common stock that may be offered by the selling stockholder under this prospectus and (4) the number of shares of our common stock to be owned by the selling stockholder after completion of this offering. We will not receive any of the proceeds from the sale of the shares of our common stock offered under this prospectus. The amounts and information set forth below are based upon information provided to us by the selling stockholder or its representatives, or on our records, as of August 6, 2026. The percentage of beneficial ownership for the following table is based on 640,742 shares of our common stock outstanding as of August 6, 2026.
Shares of Common Stock Beneficially Owned Prior to the Offering | Shares of Common Stock Beneficially Owned After Completion of the Offering (1) | |||||||||||||||||||
Name of Selling Stockholder | Number | Percentage | Number of Shares Being Offered | Number | Percentage | |||||||||||||||
| Square Gate Capital Master Fund, LLC – Series 5 (2) | 33,654 | (3) | 4.99 | % | 3,252,404 | (1) | - | - | ||||||||||||
| (1) | Assumes the maximum number of securities being offered under this prospectus are sold. The Square Gate number of shares being offered consists of (i) 3,125,000 ELOC Shares that may be issued and sold to Square Gate under the ELOC Purchase Agreement from time to time, (ii) 33,654 Initial Commitment Shares and (iii) 93,750 True-Up Commitment Shares. |
| (2) | In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that Square Gate may be required to purchase under the ELOC Purchase Agreement and the issuance of the True-Up Commitment Shares, because the issuance of such shares is subject to conditions contained in the ELOC Purchase Agreement, the satisfaction of which are entirely outside of Square Gate’s control, including the registration statement that includes this prospectus becoming and remaining effective and the closing price of our common stock on the date of effectiveness of this prospectus. Furthermore, the purchase of shares of common stock are subject to certain agreed upon maximum amount limitations set forth in the ELOC Purchase Agreement. Also, the ELOC Purchase Agreement prohibits us from issuing and selling any shares of common stock to Square Gate to the extent such shares, when aggregated with all other shares of common stock then beneficially owned by Square Gate, would cause Square Gate’s beneficial ownership of our common stock to exceed the Beneficial Ownership Limitation. Square Gate Capital Management, LP, the manager of Square Gate Capital Master Fund, LLC — Series 5, is deemed to be the beneficial owner of all of the common shares owned by Square Gate Capital Master Fund, LLC — Series 5. Christopher Perugini and Elie Himmelfarb share voting and investment power over Square Gate Capital Management, LP and therefore share voting and investment power over the common shares being offered under this prospectus filed with the SEC in connection with the transactions contemplated under the ELOC Purchase Agreement. The business address for Square Gate Capital Master Fund, LLC — Series 5 is 40 Wall Street, Suite 2728, New York, NY 10005. |
| (3) | The number of shares held by the selling stockholder prior to and after this offering is limited by certain restrictions on their ability to beneficially own more than 4.99% of our outstanding common stock including pursuant to the ELOC Purchase Agreement with Square Gate. |
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DESCRIPTION OF THE OFFERED SECURITIES
The selling stockholder may, from time to time, sell, transfer, or otherwise dispose of any or all of its shares of common stock or interests in shares of common stock on any stock exchange, market, or trading facility on which the shares are traded or in private transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. This prospectus provides you with a general description of the common stock the selling stockholder may offer.
As of August 6, 2026, our authorized share capital consists of 250,000,000 shares of common stock, $0.001 par value per share, of which 640,742 are outstanding. 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. Unless approval of our stockholders is so required, our board of directors does not intend to seek stockholder approval for the issuance and sale of our common stock.
The description below is intended as a summary, and is qualified in its entirety by reference to our amended and restated certificate of incorporation, or our Certificate of Incorporation, and amended and restated bylaws, or our Bylaws.
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 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. The holders of our common stock have no preemptive, subscription, redemption or conversion rights.
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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:
| ● | provide our board with the ability to alter the Bylaws without stockholder approval; | |
| ● | place limitations on the removal of directors; and | |
| ● | provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum. |
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 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.
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 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.
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 the Nasdaq Capital Market under the symbol “MYSZ”.
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PLAN OF DISTRIBUTION
The shares of common stock listed in the table appearing under “Selling Stockholder” are being registered to permit the resale of common stock by the selling stockholder from time to time after the date of this prospectus. There can be no assurance that the selling stockholder will sell any or all of the common stock offered hereby. We will not receive any of the proceeds from the sale of the common stock by the selling stockholder.
The selling stockholder may sell all or a portion of the common stock offered hereby from time to time directly to purchasers or through one or more underwriters, broker-dealers or agents, at either market prices prevailing at the time of sale or at privately negotiated prices (but not at a fixed price), by a variety of methods including the following:
| ● | on any national securities exchange or over-the-counter market on which the common stock may be listed or quoted at the time of sale; | |
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | |
| ● | block trades in which a broker-dealer may attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; | |
| ● | purchases by a broker-dealer, as principal, and a subsequent resale by the broker-dealer for its account; | |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; | |
| ● | private negotiation transactions; | |
| ● | in transactions otherwise than on such exchanges or in the over-the-counter market; | |
| ● | through a combination of any such methods; or | |
| ● | through any other method permitted under applicable law. |
We will pay the reasonable expenses incident to the registration and offering of the common stock offered hereby. We have agreed to indemnify the selling stockholder and certain other persons against certain liabilities in connection with the offering of shares offered hereby, including liabilities arising under the Securities Act or if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.
The selling stockholder and any broker-dealers or agents that are involved in selling the securities registered hereunder may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
We have advised the selling stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes a selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the shares offered hereby in this prospectus.
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LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed upon for us by Greenberg Traurig, P.A., Tel Aviv, Israel.
EXPERTS
The consolidated financial statements of My Size, Inc. and subsidiaries as of December 31, 2025 and 2024, and for each of the years in the two-year period ended December 31, 2025, 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, 2025 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 is part of the registration statement on Form S-1 we filed with the SEC, under the Securities Act, and does not contain all the information set forth in the registration statement. Whenever a reference is made in this 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 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.
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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.
This prospectus incorporates by reference the documents listed below that have been previously filed with the SEC:
| ● | our Annual Report on Form 10-K for the year ended December 31, 2025 filed on April 15, 2026; | |
| ● | our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed on May 14, 2026; | |
| ● | our Current Reports on Form 8-K (excluding any reports or portions thereof that are deemed to be furnished and not filed) filed on March 2, 2026; July 21, 2026 and August 5, 2026, respectively; | |
| ● | 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 future documents (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this prospectus and prior to the termination of the offering.
You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. Any statement contained in a document incorporated by reference into this prospectus will be deemed to be modified or superseded for the purposes of this prospectus to the extent that a later statement contained in this prospectus or in any other document incorporated by reference into this prospectus modifies or supersedes the earlier statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus.
The information about us contained in this prospectus should be read together with the information in the documents incorporated by reference. You may request a copy of any or all of these filings, at no cost, by writing or telephoning us at Oren Elmaliah, Chief Financial Officer, HaNegev 4, Airport City, Israel 7010000, telephone number 972-3-600-9030 or by emailing us at ir@mysizeid.com.
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My Size, Inc.
August 12, 2026