As
filed with the Securities and Exchange Commission on September 30, 2025
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MY
SIZE, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
51-0394637 |
| (state
or other jurisdiction of |
|
(IRS
employer |
| incorporation
or organization) |
|
Identification
No.) |
HaNegev
4, POB 1026, Airport City, Israel, 7010000
+972-3-600-9030
(Address
of Principal Executive Offices) (Zip Code)
MY
SIZE, INC.
2017
EQUITY INCENTIVE PLAN
(Full
title of the plan)
Corporation
Service Company
2711
Centerville Road, Suite 400
Wilmington,
DE 19808
1-800-927-9800
(Name
and address of agent for service)
Copies
to:
Gary
Emmanuel, Esq.
Greenberg
Traurig, P.A.
One
Azrieli Center
Round
Tower, 30th floor
132
Menachem Begin Rd
Tel
Aviv, Israel 6701101
Telephone:
+972 (0) 3.636.6033
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
|
Accelerated
filer ☐ |
| Non-accelerated
filer ☒ |
|
Smaller
reporting company ☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
The
purpose of this Registration Statement on Form S-8, or this Registration Statement, is for My Size, Inc., or the Registrant, to register
an additional 626,691 common stock, $0.001 par value per share, for issuance under the Registrant’s 2017 Equity Incentive Plan.
In
accordance with General Instruction E of Form S-8, the contents of the Registrant’s Registration Statements on Form S-8 (File Nos.
333-222537, 333-227053, 333-248237, 333-264249 and 333-276398), filed with the Securities and Exchange Commission, or the Commission,
on January 12, 2018, August 27, 2018, August 21, 2020, April 12, 2022 and January 5, 2024, respectively, are incorporated herein by reference
and the information required by Part II is omitted, except as supplemented by the information set forth below.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.*
Item
2. Registrant Information and Employee Plan Annual Information. *
*
The documents containing the information specified in this Part I of Form S-8 (plan information and Registrant information and employee
plan annual information) will be sent or given to employees as specified by the Commission pursuant to Rule 428(b)(1) of the Securities
Act. Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The
following documents, which have been filed with or furnished to the SEC by the registrant, are incorporated herein by reference into
this Registration Statement:
| |
(a) |
Annual
Report on Form
10-K for the year ended December 31, 2024 filed on March 27, 2025; |
| |
|
|
| |
(b) |
Quarterly
Reports on Form 10-Q for the quarterly periods ended March
31, 2025 and June
30, 2025, filed on May 15, 2025 and August 14, 2025, respectively; |
| |
|
|
| |
(c) |
Current
Reports on Form 8-K or Form 8-K/A (excluding any reports or portions thereof that are deemed to be furnished and not filed) filed
on March 28, 2025, May 12, 2025, June 6, 2025, August 15, 2025, September 4, 2025 and September 12, 2025, respectively; and |
| |
|
|
| |
(d) |
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. |
All
documents or reports subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and to the
extent designated therein, certain reports on Form 6-K, furnished by the registrant, after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters
all securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and
to be part hereof from the date of filing of such documents or reports. Any statement in a document or report incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently filed document or report which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM
8. EXHIBITS.
A
list of exhibits filed with this Registration Statement on Form S-8 is set forth on the Exhibit Index and is incorporated herein by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Airport City, State of Israel, on September 30, 2025.
| |
MY
SIZE, INC. |
| |
|
| |
By: |
/s/
Ronen Luzon |
| |
Name: |
Ronen
Luzon |
| |
Title:
|
Chief
Executive Officer |
| |
By: |
/s/
Oren Elmaliah |
| |
Name: |
Oren
Elmaliah |
| |
Title: |
Chief
Financial Officer |
POWER
OF ATTORNEY
We,
the undersigned officers and directors of My Size, Inc., hereby severally constitute and appoint Ronen
Luzon and Oren Elmaliah and each of them, as our true
and lawful attorney to sign for us and in our names in the capacities indicated below any and all amendments or supplements, including
any post-effective amendments, to this registration statement on Form S-8 and to file the same, with exhibits thereto and other documents
in connection therewith, with the SEC, granting unto said attorney full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming our signatures to said amendments to this registration statement signed by our said attorney and all
else that said attorney may lawfully do and cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this registration statement on Form S-8 has been signed below by the following persons in
the capacities and on the dates indicated.
| Signatures |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Ronen Luzon |
|
Chief
Executive Officer and Director |
|
September
30, 2025 |
| Ronen
Luzon |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Oren Elmaliah |
|
Chief
Financial Officer |
|
September
30, 2025 |
| Oren
Elmaliah |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Arik Kaufman |
|
Director |
|
September
30, 2025 |
| Arik
Kaufman |
|
|
|
|
| |
|
|
|
|
| /s/
Roy Golan |
|
Director |
|
September
30, 2025 |
| Oren
Elmaliah |
|
|
|
|
| |
|
|
|
|
| /s/
Oron Branitzky |
|
Director |
|
September
30, 2025 |
| Oron
Branitzky |
|
|
|
|
| |
|
|
|
|
| /s/
Guy Zimmerman |
|
Director |
|
September
30, 2025 |
| Guy
Zimmerman |
|
|
|
|
EXHIBIT
INDEX
Exhibit Number |
|
Description |
| |
|
|
| 4.1 |
|
My Size, Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit B to the Company’s Proxy Statement on Schedule 14A filed on March 2, 2017) |
| |
|
|
| 4.2 |
|
My Size, Inc. Amendment to the My Size, Inc. 2017 Equity Plan (incorporated by reference to Appendix A to the Company’s definitive proxy statement filed with the SEC on November 24, 2023) |
| |
|
|
| 4.3 |
|
My Size, Inc. Amendment to the My Size, Inc. 2017 Equity Plan (incorporated by reference to Appendix A to the Company’s definitive proxy statement filed with the SEC on July 8, 2025) |
| |
|
|
| 5.1* |
|
Opinion of Greenberg Traurig PA |
| |
|
|
| 23.1* |
|
Consent of Greenberg Traurig PA (included in Exhibit 5.1) |
| |
|
|
| 23.2* |
|
Consent of Somekh Chaikin |
| |
|
|
| 24.1* |
|
Power of Attorney (contained on page II-2) |
| |
|
|
| 107* |
|
Calculation of Filing Fee Table |
