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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): August 12, 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.) |
4
HaNegev, 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
3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously reported in the Current Report on Form 8-K filed by My Size, Inc., a Delaware corporation (the “Company”), with
the Securities and Exchange Commission (the “SEC”) on July 21, 2026, the Company held its annual meeting of stockholders
on July 21, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved, among other matters,
a proposal to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, in substantially the form attached
as Appendix A to the definitive proxy statement filed by the Company with the SEC on June 2, 2026, to effect a reverse stock split of
the Company’s issued and outstanding common stock, par value $0.001 per share, at a ratio ranging from 1-for-2 to 1-for-30, with
the exact ratio to be determined by the Company’s board of directors (the “Board”) in its discretion.
The
Board approved a 1-for-8 reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per
share, (the “Reverse Stock Split”), and on August 12, 2026, the Company filed with the Secretary of State of the State of
Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”)
to effect the Reverse Stock Split, which became effective as of 4:30 p.m. Eastern Time on August 12, 2026. The Company’s common
stock will begin trading on a split-adjusted basis when the market opens on August 13, 2026 on the Nasdaq Capital Market.
When
the Reverse Stock Split became effective, every eight (8) shares of the Company’s issued and outstanding common stock were automatically
converted into one (1) share of common stock, without any change in the par value per share. In addition, a proportionate adjustment
was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants
entitling the holders to purchase common stock. No fractional shares were issued if, as a result of the Reverse Stock Split, a stockholder
would otherwise become entitled to a fractional share because the number of shares of common stock they held before the Reverse Stock
Split was not evenly divisible by the split ratio. Instead, each stockholder is entitled to receive a cash payment in lieu of such fractional
share. The cash payment to be paid will be equal to the fraction of a share to which such stockholder would otherwise be entitled multiplied
by the closing price per share as reported by the Nasdaq Capital Market (as adjusted to give effect to the Reverse Stock Split) on August
12, 2026.
The
Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “MYSZ.” The new CUSIP number
for common stock following the Reverse Stock Split is 62844N 505.
VStock
Transfer, LLC, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.
Item
8.01. Other Events.
On
August 10, 2026, the Company announced that the Board approved a one-for-eight (1-for-8) reverse stock split of its common stock that
will become effective after the close of trading on August 12, 2026.
A
copy of the press release announcing this event is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated
by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| 3.1 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc. |
| 99.1 |
Press release dated August 10, 2026. |
| 104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
August 12, 2026 |
By: |
/s/
Ronen Luzon |
| |
Name:
|
Ronen
Luzon |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
MySize Announces Reverse Stock Split
AIRPORT
CITY, Israel, Aug. 10, 2026 /PRNewswire/ — MySize, Inc. (NASDAQ: MYSZ) (“MySize” or the “Company”), a fashion
technology company focused on AI-driven sizing solutions, omnichannel e-commerce, resale platforms and apparel distribution, announced
that its Board of Directors has approved a one-for-eight reverse stock split of its common stock that is scheduled to become effective
after trading closes on August 12, 2026. Beginning on August 13, 2026, the Company’s common stock will trade on the Nasdaq Capital
Market on a split adjusted basis under a new CUSIP number 62844N505. The Company’s common stock will continue to trade on the Nasdaq
Capital Market under the symbol “MYSZ.” As previously disclosed, at the My Size Special Meeting of Stockholders held on July
21, 2026, the Company’s stockholders approved a proposal authorizing the Company’s Board of Directors, among other things,
to effect one or more reverse stocks split at a ratio in the range of 1-for-2 and 1-for-30 in order to increase the per share price and
bid price of the Company’s common stock to regain compliance with the continued listing requirements of Nasdaq and make the common
stock more attractive to certain institutional investors, which would provide for a stronger investor base.

Upon
effectiveness of the reverse stock split, every eight shares of the Company’s outstanding common stock will be converted to one
share of common stock. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares
issuable upon the exercise of all outstanding options and warrants entitling the holders to purchase common stock.
No
fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional
share because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio.
Instead, each stockholder will be entitled to receive a cash payment in lieu of such fractional share. The cash payment to be paid will
be equal to the fraction of a share to which such stockholder would otherwise be entitled multiplied by the closing price per share as
reported by The Nasdaq Capital Market (as adjusted to give effect to the reverse stock split) on August 12, 2026. The number of authorized
shares of the Company’s common stock will not change, while the number of outstanding shares will be reduced from approximately
4.8 million to approximately 600 thousand.
Registered
stockholders holding their shares of common stock in book-entry or through a bank, broker or other nominee form do not need to take any
action in connection with the reverse stock split. For those stockholders holding physical stock certificates, the Company’s transfer
agent, VStock Transfer, LLC, will send instructions for exchanging those certificates for new certificates representing the post-split
number of shares. VStock Transfer, LLC can be reached at (212) 828-8436.
Additional
information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and
Exchange Commission on June 2, 2026, a copy of which is also available at www.sec.gov or at https://www.mysizeid.com/ under
the SEC Filings tab located on the Investor Relations page.
About
MySize, Inc.
MySize,
Inc. (NASDAQ: MYSZ) provides AI-driven sizing and commerce solutions designed to increase conversion, reduce returns, and support efficient
omnichannel retail operations worldwide. The Company’s portfolio includes proprietary technology platforms serving brands, retailers,
and consumers across global markets.
To
learn more about MySize, please visit our website: www.mysizeid.com.
We
routinely post information that may be important to investors in the Investor Relations section of our website. Follow us on Facebook,
LinkedIn, Instagram, and Twitter.
Cautionary
Statement Regarding Forward-Looking Statements
This
press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, including statements related to the acquisition, expected revenues, and the expected closing of the acquisition.
These statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,”
“estimate,” “expect,” “may,” “continue,” “predict,” “potential,”
“project” and similar expressions that are intended to identify forward-looking statements. All forward-looking statements
speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although we
believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable,
we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve
significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ
materially from historical experience and present expectations or projections. Actual results may differ materially from those in the
forward-looking statements and the trading price for our common stock may fluctuate significantly. Forward-looking statements also are
affected by the risk factors described in the Company’s filings with the U.S. Securities and Exchange Commission. Except as required
by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Investor
Contacts:
Oren Elmaliah, CFO
ir@mysizeid.com
Phone:
+972-3-573-6632