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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): March 3, 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
2.02 Results of Operation and Financial Condition.
On
March 3, 2026, My Size, Inc. issued a press release which included estimated preliminary financial results for the year ended December
31, 2025. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein
in its entirety.
The
information included in this Item 2.02 of Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation
language in any such filing, except as expressly set forth by specific reference in such filing.
Item
7.01. Regulation FD Disclosure
On
March 3, 2026, My Size, Inc. issued a press release titled “MySize Issues CEO Letter to Stockholders”. A copy of the press
release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
Item
9.01. Financial Statement and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release, dated March 3, 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:
March 3, 2026 |
By: |
/s/
Ronen Luzon |
| |
Name: |
Ronen
Luzon |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
MySize
Issues CEO Letter to Stockholders
Airport
City, Israel – March 3, 2026 – MySize, Inc. (NASDAQ: MYSZ), a fashion-tech company built around businesses that
help brands reduce returns and move inventory more efficiently, today issued a Letter to Shareholders from Ronen Luzon, Chief Executive
Officer.
Dear
Shareholders,
As
previously announced, on March 2, 2026, MySize received a notice from The Nasdaq Stock Market stating that the closing bid price of the
Company’s shares of common stock had been below $1.00 for 30 consecutive trading days. In accordance with Nasdaq rules, the Company
has been provided 180 calendar days, or until August 31, 2026, to regain compliance.*
The
notice does not impact our operations, customers, or financial position and has no immediate effect on the listing or trading of our
shares. MySize common stock continues to trade on Nasdaq under the symbol MYSZ.
We
intend to regain compliance within the permitted period. Our approach is straightforward: we believe that execution is the best remedy.
Our focus remains on strengthening the business, improving revenue quality, and building long-term shareholder value.
MySize
generated approximately $10 million in revenue during 2025 across our platform. Orgad, our Amazon-focused overstock and infrastructure
business, operated at gross margins of approximately 40% for the year ended December 31, 2025, and provided a stable revenue base. That
stability gives us scale as we expand higher-margin activities.
We
continue to serve enterprise clients across our sizing platform and maintain active commercial relationships across all business units.
At
the same time, we are increasing the contribution of businesses that we believe can improve our overall margin profile. In September
2025, we formed 10peaks, a wholly owned regional distribution and retail subsidiary operating across Israel, Greece, Cyprus, and Malta.
10peaks has signed distribution agreements with brands including Fabletics, Rigorer, Craft, Fitvilly, and X-Bionic. The business sells
through wholesale relationships, pop-up stores, and online channels. During the year ended 2025, 10peaks generated approximately
$150,000 in revenue and operated at gross margins of approximately 65% before operating expenses. Based on current commercial
assumptions, management estimates that the 10peaks could generate annual revenues of approximately $3 million. This estimate
reflects management’s current expectations and assumptions.
10peaks uses our sizing technology to deliver a better customer experience and support higher conversion and lower returns. It
operates as a separate legal entity with its own management team and financial reporting, which supports accountability and
flexibility as the business scales.
Beyond
10peaks, our broader platform addresses two major challenges in online fashion: returns and excess inventory.
| ● | Naiz
Fit provides AI sizing solutions that help brands reduce returns and improve conversion. |
| | | |
| ● | Percentil
operates a managed secondhand marketplace across key European markets. |
| | | |
| ● | Orgad
distributes excess and overstock inventory through Amazon and other online marketplaces. |
We
believe the strength of MySize is not just diversification, but how the businesses connect. Orgad provides scale, Naiz Fit improves conversion
and reduces returns, Percentil monetizes excess inventory, and 10peaks adds a higher-margin commercial channel. Together, they create
a more balanced and resilient company. Our strategy is simple: grow revenue, increase the share of higher-margin activities, and improve
operating leverage over time.
We
understand that bid price matters. The most durable way to address it is by delivering results. We remain disciplined, focused, and committed
to building long-term value for our shareholders.
Sincerely,
Ronen Luzon
Founder, Chairman and Chief Executive Officer
MySize, Inc.
*
To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for
a minimum of 10 consecutive business days. In the event the Company does not regain compliance by August 31, 2026, the Company may then
be eligible for additional 180 days if it meets the continued listing requirement for market value of publicly held shares and all other
initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written
notice of its intention to cure the deficiency during the second compliance period. If the Company does not qualify for the second compliance
period or fails to regain compliance during the second compliance period, then Nasdaq will notify the Company of its determination to
delist the Company’s common stock, at which point the Company will have an opportunity to appeal the delisting determination to
a Hearings Panel. The Company intends to monitor the closing bid price of its common stock and will consider implementing available options
to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.
About
MySize, Inc.
MySize,
Inc. (NASDAQ: MYSZ) is a fashion-tech company built around businesses that help brands reduce returns and move inventory more efficiently.
Naiz Fit provides AI sizing for apparel and footwear. Percentil operates a managed secondhand marketplace across key European markets.
Orgad helps brands sell excess and overstock inventory online through marketplaces such as Amazon. 10peaks is a regional distribution
and retail business focused on expanding commercial reach and increasing higher-margin revenue.
Estimated
Preliminary Results for the Year Ending December 31, 2025 (Unaudited)
Set
forth above are certain estimated preliminary financial results for the year ended December 31, 2025. These estimates are based on the
information available to the company at this time. The company’s actual results may differ materially from the estimated preliminary
results presented due to the completion of its financial closing and accounting procedures, including final adjustments, the completion
of the preparation and audit of the company’s financial statements and the subsequent occurrence or identification of events prior
to the filing of the audited consolidated financial statements for the fiscal year ending December 31, 2025, in the Company’s Annual
Report on Form 10-K. The estimated preliminary financial results have not been audited or reviewed by the company’s independent
registered public accounting firm. These estimates should not be viewed as a substitute for the company’s full interim or annual
financial statements. Accordingly, you should not place undue reliance on this preliminary data. In addition, any such statements regarding
the company’s financial performance are not necessarily indicative of the company’s financial performance that may be expected
to occur for the fiscal year ending December 31, 2025, or for any future fiscal period.
Investor
Relations Contact:
Oren
Elmaliah
Chief Financial Officer
MySize, Inc.
ir@mysizeid.com
https://www.mysizeid.com
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. Forward-looking statements in this communication may include, among other things, statements about MySize’s
strategic and business plans, technology, relationships, objectives and expectations for its business, the impact of trends on and interest
in its business, intellectual property or product and its future results, operations and financial performance and condition, including
statements related to regaining compliance with Nasdaq’s continued listing requirements, and timing and effect thereof and expectations
for revenue growth. 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.
