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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 15, 2026
MY
SIZE, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-37370 |
|
51-0394637 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(IRS Employer
Identification No.) |
HaNegev
4, POB 1026,
Airport
City, Israel 7010000
(Address
of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code +972-3-600-9030
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, $0.001 par
value per share |
|
MYSZ |
|
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material
Definitive Agreement. |
On
September 15, 2026, My Size, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
pursuant to which the Company agreed to sell and issue in a private placement (the “Offering”) an aggregate of up to 1,308,901
unregistered pre-funded warrants (“Pre-Funded Warrants”), unregistered series C warrants to purchase up to an aggregate of
1,308,901 shares of common stock (the “Series C Warrants”) and series D warrants to purchase up to an aggregate of 1,308,901
shares of common stock (the “Series D Warrants”, and, with the Series C Warrants, the “Series Warrants”), at
an offering price of $1.91 per Pre-Funded Warrant and associated Series Warrants. The Pre-Funded Warrants and Series Warrants are collectively
known herein as the “Warrants”.
The
Pre-Funded Warrants will be immediately exercisable at an exercise price of $0.001 per share and will not expire until exercised in full.
The Series Warrants will be immediately exercisable at an exercise price of $1.66 per share, subject to adjustment as set forth therein.
The Series C Warrants have a term of five years from the effective date of a resale registration statement registering the shares of
common stock issuable upon exercise of the Warrants (the “Effective Date”)and the Series D Warrants have a term of 18 months
from the Effective Date. The Warrants may be exercised on a cashless basis if there is no effective registration statement registering
the shares underlying the warrants.
In
connection with the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”).
Pursuant to the Registration Rights Agreement, the Company is required to file a resale registration statement (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”) to register for resale the shares issuable upon
exercise of the Warrants, within 15 days of the signing date of the Purchase Agreement (the “Signing Date”), and to have
such Registration Statement declared effective within 45 days after the Signing Date in the event the Registration Statement is not reviewed
by the SEC, or 75 days of the Signing Date in the event the Registration Statement is reviewed by the SEC. The Company will be obligated
to pay certain liquidated damages if the Company fails to file the Registration Statement when required, fails to cause the Registration
Statement to be declared effective by the SEC when required, or if the Company fails to maintain the effectiveness of the Registration
Statement.
The
Purchase Agreement and the Registration Rights Agreement also contain representations, warranties, indemnification and
other provisions customary for transactions of this nature. In addition, subject to limited exceptions, the Purchase Agreement provide
that for a period of one year following the Effective Date, the Company will not effect or enter into an agreement to effect a “variable
rate transaction” as defined in the Purchase Agreement. In addition, pursuant to the Purchase Agreements, the Company agreed to
abide by certain customary standstill restrictions for a period of sixty (60) days following the Effective Date, subject to permitted
exceptions. The Company also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Purchase Agreement)
for a period of twelve (12) months following the Effective Date, subject to permitted exceptions.
Aggregate
gross proceeds to the Company in respect of the Offering is approximately $2.5 million, before deducting fees payable to the placement
agent and other offering expenses payable by the Company. The Offering is expected to close on or about September 16, 2026, subject to
satisfaction of customary closing conditions.
The
Company also entered into a letter agreement (the “Engagement Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”),
pursuant to which Wainwright agreed to serve as the exclusive placement agent for the Company in connection with the Offering. The Company
agreed to pay Wainwright a cash placement fee equal to 7% of the aggregate gross proceeds raised in the Offering, a management fee of
1.0% of the aggregate gross proceeds raised in the Offering, a non-accountable expense allowance of $35,000 and up to
$50,000 for fees and expenses of the Placement Agent’s counsel and other out of pocket expenses. Wainwright will also receive
placement agent warrants (the “Placement Agent Warrants”) on substantially the same terms as the Series C Warrants to be
issued in the Offering in an amount equal to 7% of the aggregate number of Shares and Pre-funded Warrants sold in the Offering, or 91,623
shares, at an exercise price of $2.3875 per share and a term expiring on five years from the Effective Date.
The
Warrants, Placement Agent Warrants and the shares underlying such warrants (the “Warrant Shares”) are being offered and sold
pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”) and Rule 506 of Regulation D promulgated thereunder. The investors have represented that they are accredited investors, as
that term is defined in Regulation D, or qualified institutional buyer as defined in Rule 144(A)(a), and have acquired such securities
for their own account and have no arrangements or understandings for any distribution thereof. The offer and sale of the foregoing securities
is being made without any form of general solicitation or advertising. The Warrants, Placement Agent Warrants and Warrant Shares have
not been registered under the Securities 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 Securities Act and such applicable state securities laws.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the shares
or warrants in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
The
foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, the Warrants, and Placement Agent Warrants are not
complete, and are qualified in their entireties by reference to the full text of such documents, copies of which are filed as exhibits
to this Current Report on Form 8-K and are incorporated by reference herein.
Warning
Concerning Forward Looking Statements
This
Current Report on Form 8-K contains statements which constitute forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present
intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including
some reasons which are beyond the Company’s control. For example, this Current Report states that the Offering is expected to close
on or about September 16, 2026. In fact, the closing of the Offering is subject to various conditions and contingencies as are customary
in securities purchase agreements in the United States. If these conditions are not satisfied or the specified contingencies do not occur,
this offering may not close. For this reason, among others, you should not place undue reliance upon the Company’s forward looking
statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order
to reflect any event or circumstance that may arise after the date of this Current Report.
| Item 3.02. |
Unregistered Sales of
Equity Securities. |
The
information under Item 1.01 of this Current Report on Form 8-K regarding the unregistered securities described herein is incorporated
herein by reference.
On
September 15, 2026, the Company also issued a press release announcing the Offering. A copy of the press release is attached as Exhibit
99.1 hereto.
| Item 9.01 |
Financial Statements
and Exhibits |
(d)
Exhibits
| 10.1 |
|
Form of Securities Purchase Agreement, dated September 15, 2026 |
| 10.2 |
|
Form of Series C and Series D Warrant |
| 10.3 |
|
Form of Pre-Funded Warrant |
| 10.4 |
|
Form of Placement Agent Warrant |
| 10.5 |
|
Form of Registration Rights Agreement, dated September 15, 2026 |
| 99.1 |
|
Press Release, dated September 15, 2026 |
| 104 |
|
Cover Page Interactive
Data File (formatted as inline XBRL) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
MY SIZE, INC. |
| |
|
|
| Date: September 16, 2026 |
By: |
/s/ Oren
Elmaliah |
| |
Name: |
Oren Elmaliah |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
MySize
Announces $2.5 Million Private Placement Priced At-the-Market Under Nasdaq Rules
AIRPORT
CITY, Israel, Sept. 15, 2026 -- 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
