Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events
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.
Filed Aug 12, 2026Accepted Aug 12, 2026, 4:40 PM EDTCIK 1211805Accession 0001493152-26-037389
We are a fashion technology company operating an integrated portfolio of businesses designed to address the most pressing challenges facing fashion brands and retailers today—size and fit accuracy, excess inventory management, circular economy solutions, and international market distribution. Through our subsidiaries, we provide end-to-end support across the fashion value chain: Naiz Fit, our technology subsidiary, delivers AI-driven size and fit solutions for fashion e-commerce companies, and includes ShoeSize.Me, a European AI-powered footwear sizing solution we acquired in September 2025; Orgad, an online retailer and technology-enabled consumer products company operating principally as a third-party seller on Amazon; Percentil, a managed second-hand fashion recommerce platform operating across Southern and Central Europe; and Ten Peacks Ltd., a distribution subsidiary focused on marketing and distributing global apparel and footwear brands in Israel.
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Item 3.03Item 3.03 - Material Modification to Rights
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 5.03Item 5.03 - Amendments to Articles/Bylaws
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.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
EX-99.1
3
ex99-1.htm
EX-99.1
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…