8-K: My Size Acquires ShoeSize.Me, Expanding AI Sizing Platform

My Size, Inc. has acquired European AI-powered footwear sizing company ShoeSize.Me, integrating it into its Naiz Fit platform to create a unified apparel and footwear sizing solution.

Summary

• My Size, Inc. (MYSZ) acquired ShoeSize.Me AG, a Swiss AI-powered footwear sizing company, on September 8, 2025.
• The acquisition consideration totaled $440,000, comprising a $150,000 cash payment and 241,093 shares of My Size common stock valued at $290,000.
• A key employee of ShoeSize.Me received a warrant to purchase up to 28,000 My Size common shares with tiered exercise prices ranging from $2.00 to $6.00.
• The warrant vesting is tied to continuous service (50%), ShoeSize.Me's gross revenue performance (up to 25%), and full integration into My Size's subsidiary, Naiz Bespoke Technologies, S.L. (25%).
• Major shareholders of ShoeSize.Me entered into six-month lock-up agreements and a voting agreement, granting My Size's board-designated proxy (initially Oren Elmaliah) voting rights over their My Size shares, with a cap to prevent exceeding 19.9% voting power on certain items.
• ShoeSize.Me is on track to surpass $0.5 million in SaaS revenues in 2025.
• The acquisition aims to create a unified sizing platform for apparel and footwear, enhance cross-selling, and strengthen My Size's data strategy by incorporating ShoeSize.Me's extensive consumer shopping data.

Sentiment

Score: 8

Explanation: The acquisition is a strategic move that significantly expands My Size's product offering, market reach, and data capabilities, aligning well with its stated consolidation strategy. The deal structure, primarily equity-based, helps preserve cash. While integration and performance risks exist, the overall outlook for synergy and market positioning is strong.

Positives

• Acquisition of ShoeSize.Me expands My Size's AI-driven sizing solutions into the footwear market, complementing its existing apparel technology.
• ShoeSize.Me brings over 20 fashion retailers as clients, including a Foot Locker partner, expanding My Size's geographic footprint, particularly in Central Europe and the Middle East.
• The integration with Naiz Fit is expected to create cross-selling opportunities and unlock revenue synergies.
• ShoeSize.Me is projected to exceed $0.5 million in SaaS revenues in 2025, contributing to My Size's recurring revenue base.
• The acquisition significantly enhances My Size's data strategy by adding ShoeSize.Me's analysis of over 92 million consumer shopping experiences, 23 million shoe sizes, 1.2 million shoe models, and 6,000+ brands.
• The transaction was structured primarily as a share deal, helping My Size protect its cash position.
• Non-competition and non-solicitation provisions with major sellers protect My Size's acquired business interests for two years.

Negatives

• The acquisition involves a cash payment of $150,000, which impacts My Size's cash reserves.
• ShoeSize.Me AG is noted as 'currently over-indebted' in the Share Sale and Purchase Agreement, which could imply financial liabilities or operational challenges for the acquired entity.
• The vesting of a significant portion of the employee warrant (up to 50%) is contingent on ShoeSize.Me's gross revenue performance relative to the prior year, introducing performance risk.
• The full integration of ShoeSize.Me into My Size's subsidiary, Naiz Bespoke Technologies, S.L., is a condition for 25% of the employee warrant vesting, and is subject to My Size's 'reasonable discretion' and a deadline of March 31, 2026, which could pose integration challenges.
• Major shareholders are subject to a six-month lock-up period, followed by a three-month period with daily trading volume restrictions, which could create selling pressure once these restrictions expire.
• The voting agreement grants a proxy to My Size's board-designated person, which, while beneficial for control, could be perceived negatively by some investors regarding shareholder democracy for the acquired shares.
• My Size intends to file required financial statements and pro forma information within 71 days, meaning full financial impact details are not immediately available.

Risks

• Integration Risk: Successful integration of ShoeSize.Me into Naiz Bespoke Technologies, S.L. is crucial for full warrant vesting and realizing anticipated synergies. Failure to integrate effectively by March 31, 2026, could impact employee incentives and operational efficiency.
• Performance Risk: A significant portion of the employee warrant vesting is tied to ShoeSize.Me's gross revenue performance for the period September 1, 2025, to August 31, 2026, relative to the prior year. If revenue targets are not met (below 80% of prior year), the full 25% of the warrant shares tied to this milestone will not vest.
• Share Price Volatility: The issuance of 241,093 common shares as equity consideration and a warrant for 28,000 shares could lead to dilution and potential selling pressure once lock-up periods expire and warrants become exercisable.
• Regulatory Compliance: The issuance of equity consideration is exempt from registration under Regulation S, which relies on the transaction being offshore with non-U.S. persons. Any non-compliance could lead to regulatory issues.
• Competition: The non-compete clause for major sellers is for two years, after which they could potentially re-enter the market, posing future competitive challenges.
• Financial Reporting Delays: The company intends to file required financial statements and pro forma information within 71 days, which means investors will not have immediate full financial transparency on the acquired entity.
• Beneficial Ownership Limitation: The warrant includes a beneficial ownership limitation of 4.99% (adjustable to 9.99%), which could restrict the warrant holder's ability to fully exercise if they already hold significant shares, potentially impacting their incentive.
• Over-indebtedness of Acquired Company: ShoeSize.Me AG is noted as 'currently over-indebted' in the Share Sale and Purchase Agreement, which could pose financial risks or require additional capital injection post-acquisition.

Future Outlook

My Size anticipates that the acquisition of ShoeSize.Me will accelerate product innovation, improve accuracy, and generate new insights for retail partners by leveraging the enriched data set. The company expects to strengthen its position as a consolidator in fashion tech and expand its geographic reach, unlocking revenue synergies through cross-selling opportunities across the combined customer base in Europe, the Middle East, and beyond. ShoeSize.Me is projected to surpass $0.5 million in SaaS revenues in 2025.

Management Comments

• "This acquisition marks another milestone in our consolidation strategy. By bringing together Naiz Fit's leadership in apparel and ShoeSize.Me's cutting-edge footwear solution, we are building the most comprehensive sizing platform in the market. This not only expands our geographic reach but strengthens our cross-selling potential and our position as a consolidator in fashion tech." Ronen Luzon, CEO of My Size.
• "Joining MySize and Naiz Fit gives us the scale and platform to accelerate ShoeAI adoption globally. Together, we are redefining how consumers find the right fit—whether in clothes or shoes—while helping retailers reduce returns, improve margins, and build customer loyalty." Timo Steitz, Founder of ShoeSize.Me.

Industry Context

This acquisition positions My Size as a significant consolidator in the fashion technology sector, specifically addressing the persistent challenge of sizing and fit in e-commerce. By combining apparel and footwear sizing solutions, My Size creates a more comprehensive offering than many competitors who typically specialize in one area. The focus on AI-driven solutions and data aggregation aligns with broader industry trends towards personalization, reduced returns, and leveraging big data for improved customer experience and operational efficiency in online retail. The expansion into Central Europe and the Middle East also indicates a strategic move to capture market share in growing e-commerce regions.

Comparison to Industry Standards

• The acquisition of ShoeSize.Me, with its AI-powered footwear sizing, positions My Size to compete more directly with specialized footwear sizing solutions like Aetrex's Albert 3D foot scanner or Volumental's 3D foot scanning technology, but with a software-centric, data-driven approach rather than hardware.
• By integrating ShoeSize.Me into the Naiz Fit platform, My Size is creating a unified sizing solution for both apparel and footwear, a more comprehensive offering compared to single-category focused solutions such as True Fit (apparel and footwear, but often separate integrations) or Fit Analytics (acquired by Snap, primarily apparel).
• ShoeSize.Me's reported analysis of over 92 million consumer shopping experiences and 23 million shoe sizes demonstrates a significant data asset, comparable to the data lakes built by larger e-commerce analytics providers, which can be a competitive advantage for accuracy and insights.
• The projected $0.5 million in SaaS revenues for ShoeSize.Me in 2025, while a positive contribution, indicates it is a relatively smaller acquisition in terms of immediate revenue, suggesting a focus on strategic technology and market expansion rather than immediate large-scale revenue boost.

Management Changes

Corporate Governance

Legal Proceedings

• The Share Sale and Purchase Agreement mentions existing legal proceedings related to the 'Santoni-legal case' and 'debt enforcement proceedings initiated by Oliver Schfer against the Company' (ShoeSize.Me AG). These are explicitly excluded from general seller liability, implying they are known and potentially ongoing.

Related Party Transactions

• A portion of the Initial Cash Consideration ($50,000) was applied towards the settlement of fees and expenses payable by the Sellers to CORUM GROUP INTERNATIONAL, S.r.l. in connection with the transaction. My Size directly paid these 'Corum Fees' on behalf of the Sellers.
• The Purchaser undertakes to ensure ShoeSize.Me AG settles 'Preferred Sellers Claims' (claims due to the sellers) as soon as practicable following the Closing Date, primarily from accounts receivables.

Stakeholder Impact

• Shareholders (My Size): Potential for long-term value creation through expanded market reach, product offerings, and data assets. Short-term dilution from new share issuance and potential selling pressure after lock-up periods. Increased complexity of operations due to integration.
• Shareholders (ShoeSize.Me): Received cash and My Size common stock, becoming shareholders of My Size. Subject to lock-up and voting agreements, limiting immediate liquidity and control over their new My Size shares.
• Employees (ShoeSize.Me): A key employee received a performance-based warrant, aligning incentives with the acquired company's future success and integration. Other employees will be integrated into My Size's structure.
• Customers (ShoeSize.Me): Expected to benefit from a more comprehensive sizing platform (apparel and footwear) and potentially enhanced product innovation and accuracy.
• Customers (My Size/Naiz Fit): Will gain access to footwear sizing solutions, expanding the value proposition of My Size's platform.
• Suppliers/Partners (ShoeSize.Me): Business relationships will continue under My Size's ownership, with potential for expanded opportunities through the combined platform.
• Creditors (ShoeSize.Me): The Purchaser undertakes to ensure settlement of 'Preferred Sellers Claims' from accounts receivables, which could impact the timing of other liabilities. The company was noted as 'over-indebted' in the SPA, which could be a concern for existing creditors.

Next Steps

• My Size, Inc. will file required financial statements and pro forma financial information related to the acquisition within 71 calendar days after the Form 8-K filing date.
• The company will proceed with the full integration of ShoeSize.Me AG into its wholly-owned subsidiary, Naiz Bespoke Technologies, S.L., with a target completion date of March 31, 2026.
• The warrant holder (key employee) will need to continuously provide services to ShoeSize.Me AG or any subsidiary for 12 months from September 8, 2025, for 50% of the warrant shares to vest.
• The vesting of up to 25% of the warrant shares will be determined by ShoeSize.Me AG's gross revenue performance between September 1, 2025, and August 31, 2026, compared to the prior year.
• Majority Sellers are required to deliver waiver declarations related to ShoeSize.Me AG's stock option plan within 60 days after the closing date.
• The Purchaser undertakes to ensure ShoeSize.Me AG settles Preferred Sellers Claims as soon as practicable, primarily from accounts receivables.

Key Dates

Recommendation

The acquisition of ShoeSize.Me is a highly strategic move for My Size, Inc., significantly expanding its market footprint into footwear sizing and enhancing its core AI-driven data strategy. The integration with Naiz Fit creates a unique, comprehensive sizing platform for both apparel and footwear, which is a strong competitive differentiator in the e-commerce sector. The deal structure, primarily equity-based, is prudent in preserving cash. ShoeSize.Me's existing client base and projected SaaS revenues add immediate value, while its extensive data lake promises accelerated product innovation and improved accuracy. While integration risks and potential dilution exist, the long-term growth potential from cross-selling synergies and a strengthened market position makes this a compelling 'buy' for investors looking for exposure to an expanding fashion tech consolidator.

Keywords

My Size Inc., MYSZ, ShoeSize.Me, Acquisition, AI-powered sizing, Footwear sizing, Naiz Fit, Fashion technology, SaaS, E-commerce solutions, Retail tech, Corporate governance, Warrant, Lock-up agreement, Voting agreement, Strategic acquisition, Data strategy, Nasdaq