My Size registers 26M shares for resale by investor Square Gate; company receives no proceeds

This is a resale registration for a selling stockholder, not a primary offering by the company. The 26,019,229 shares consist of shares issued under an ELOC (equity line of credit) Purchase Agreement. No proceeds from these sales will go to My Size; all proceeds go to the selling stockholder.

The company has 5,394,778 shares outstanding as of August 6, 2026. The registered shares represent approximately 4.8x the current outstanding share count, indicating substantial potential dilution if all ELOC shares are issued and sold.

If all registered shares are issued under the ELOC agreement, total shares outstanding would reach 31,144,778, representing approximately a 477% increase in the share count from the current 5,394,778 shares. The filing notes the actual number will vary depending on how many shares the company sells under the ELOC agreement.

The company's stock traded at $0.36 per share on August 6, 2026, on the Nasdaq Capital Market. This low share price combined with the massive potential dilution from the ELOC facility raises questions about the company's ability to raise meaningful capital without severe dilution.

The company entered into an equity line of credit agreement on August 5, 2026 allowing it to sell up to $10 million of common stock to Square Gate over 36 months at its discretion. The company will issue 269,229 shares immediately and up to 750,000 additional commitment shares as part of the arrangement.

The company operates four main business units: Naiz Fit (AI sizing technology including ShoeSize.Me acquired September 2025), Orgad (Amazon third-party seller), Percentil (second-hand fashion platform in Southern/Central Europe), and Ten Peacks (brand distribution in Israel). This describes a diversified fashion technology and commerce business rather than a pure technology play.

The company positions itself as an integrated platform addressing multiple fashion industry challenges (sizing/fit, inventory management, sustainability/circularity, international distribution) rather than a single-purpose solution. Management claims this integrated approach differentiates them from point solutions addressing only one problem.

This is a secondary offering where existing stockholders are selling shares. The company receives zero proceeds from the shares being registered in this prospectus; all sale proceeds go to the selling stockholder.

Separately from this offering, the company has an equity line of credit (ELOC) with Square Gate that could provide up to $10.0 million in gross proceeds through future share sales. The actual amount depends on market conditions, share price, and whether the company meets purchase conditions and chooses to draw on the facility.

Any proceeds from the ELOC agreement would be used for working capital and general corporate purposes. Management has broad discretion over the use of these funds and cannot specify uses with certainty at this time.

The company is registering 26 million shares for resale under an equity line of credit (ELOC) with Square Gate, representing potential substantial dilution. Shares are sold at a 3.5% discount (96.5% of VWAP for regular puts) or at market (100% for intraday puts). The ELOC has a $10 million cap and 36-month term, but the company may be limited to issuing only 1,024,597 shares (19.99% of outstanding) unless stockholders approve more or the average price stays above $0.3706 per share.

The company's Market Value of Listed Securities (MVLS) is $2.1 million, well below the new $5 million Nasdaq threshold. Unlike other listing standards, the MVLS rule provides no cure period — if the stay is lifted and MVLS remains below $5 million for 30 consecutive days, Nasdaq will immediately suspend trading and commence delisting. The company acknowledges it has previously fallen out of compliance with other listing standards but regained compliance; no such path is described for MVLS.

The company's headquarters and some operations are in Israel. The risk-factor disclosure details ongoing military conflicts including U.S.-Israel coordinated strikes on Iran in February 2026, Iranian retaliatory missile/drone strikes, resumed Hezbollah hostilities in March 2026, and a broader regional conflict risk. The company states most operations are in Spain and the U.S. and that to date operations have not been adversely affected, but acknowledges potential future impact if hostilities expand.

The ELOC has a 19.99% Exchange Cap (1,024,597 shares) unless stockholders approve more or the average sale price stays at or above $0.3706 per share. If the stock price declines and the average price falls below that threshold, the company cannot access the full $10 million commitment without stockholder approval, which it may not obtain. This materially limits the utility of the ELOC as a funding source if the stock price weakens.

The company issued 269,229 shares to Square Gate as a commitment fee (valued at $100,000 based on a $0.3706 reference price) for no cash consideration. If the stock price on or around the registration-statement effective date is below $0.3706, the company must issue additional True-Up Commitment Shares (up to 750,000 total registered) to maintain the $100,000 value. These shares are immediately resalable upon effectiveness, adding near-term dilution and selling pressure.

Square Gate Capital Master Fund, LLC – Series 5 is the sole selling stockholder. The table shows Square Gate currently owns 269,229 shares (4.99%) and may offer up to 26,019,229 shares total, consisting of 25,000,000 ELOC Shares that may be issued and sold under the ELOC Purchase Agreement, 269,229 Initial Commitment Shares, and 750,000 True-Up Commitment Shares. After completion of the offering, Square Gate would own zero shares, assuming all offered shares are sold.

This is a secondary offering by the selling stockholder. All proceeds from the sale of these 26,019,229 shares go to Square Gate Capital, not to My Size, Inc. The company receives no capital from these sales, though it previously received proceeds when it originally issued the shares to Square Gate under the ELOC Purchase Agreement.

Square Gate's ownership is capped at 4.99% of outstanding common stock under the ELOC Purchase Agreement. This limitation means Square Gate must sell shares before receiving additional issuances under the ELOC, preventing them from accumulating a large ownership stake. The footnote confirms this 4.99% restriction applies both prior to and after the offering.

The company has 5,394,778 shares outstanding as of August 6, 2026, out of 250,000,000 authorized shares. The 26,019,229 shares being registered for resale by Square Gate represent approximately 4.8x the current outstanding share count, indicating substantial potential dilution if all ELOC shares are issued and then resold by Square Gate.

Christopher Perugini and Elie Himmelfarb, through their shared control of Square Gate Capital Management, LP (the manager of Square Gate Capital Master Fund, LLC – Series 5), have voting and investment power over all shares held by the selling stockholder. This identifies the natural persons who ultimately control the timing and pricing of the up to 26,019,229 shares that may be sold into the market.

The auditor's report includes an explanatory paragraph raising substantial doubt about My Size's ability to continue as a going concern, citing significant losses, negative operating cash flows, and an accumulated deficit. The financial statements do not reflect adjustments that would be necessary if the company cannot continue operating.