DEF: My Size, Inc. Annual Meeting: Key Proposals and Director Elections

My Size, Inc. announces its 2026 Annual Meeting of Stockholders, detailing proposals including a reverse stock split, director elections, and executive compensation approval.

Summary

• My Size, Inc. is holding its Annual Meeting of Stockholders on July 21, 2026, in Tel Aviv, Israel.
• Key proposals include the election of two Class II directors, advisory approval of executive compensation, and granting the board authority to enact a reverse stock split (1-for-2 to 1-for-30) by July 21, 2027.
• Other proposals involve authorizing the issuance of blank check preferred stock and ratifying the appointment of Somekh Chaikin as independent public accountant for fiscal year 2026.
• The company is providing proxy materials electronically and expects to mail notices on or about June 2, 2026.
• Stockholders of record as of May 27, 2026, are eligible to vote.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as negative due to the company's precarious Nasdaq listing status, significant stock price decline, and ongoing net losses, despite the strategic flexibility offered by proposed actions.

Positives

• The company is holding its annual meeting to allow stockholders to vote on important corporate matters.
• Nominees for director have extensive experience in technology, retail, and finance.
• The board is seeking to regain compliance with Nasdaq's minimum bid price requirement through a potential reverse stock split.
• Authorization of blank check preferred stock provides future flexibility for capital raising and strategic transactions.
• The appointment of an independent auditor is being ratified, ensuring financial oversight.

Negatives

• The company received a notification from Nasdaq regarding non-compliance with minimum bid price requirements, necessitating a reverse stock split.
• A reverse stock split can potentially reduce the liquidity of the stock and may not guarantee compliance with listing requirements.
• The authorization of blank check preferred stock could dilute existing common stockholders' voting power and economic interests.
• The company has experienced significant net losses in recent fiscal years ($5,852,000 in 2025 and $3,995,000 in 2024).

Risks

• Failure to regain compliance with Nasdaq's minimum bid price requirement could lead to delisting.
• The reverse stock split may not achieve the desired increase in stock price or attractiveness to institutional investors.
• The issuance of preferred stock could dilute common stockholders' equity and voting rights.
• The company's stock price has significantly declined, with a $100 investment in late 2023 being worth only $14 by the end of 2025.
• The company has a history of net losses, which could impact future financial performance and stock value.

Future Outlook

The company is seeking board authority to implement a reverse stock split to regain Nasdaq compliance and potentially attract more investors. Additionally, authorizing blank check preferred stock provides flexibility for future capital needs and strategic opportunities. The company's financial performance, indicated by net losses and declining stock price, remains a concern.

Management Comments

• The board recommends voting FOR the election of directors, advisory approval of executive compensation, the reverse stock split proposal, the blank check preferred stock proposal, and the ratification of the independent public accountant.
• The board believes the reverse stock split will increase the per share price and bid price of its common stock to regain compliance with Nasdaq listing requirements and make the stock more attractive to institutional investors.
• The board believes authorizing preferred stock provides additional flexibility to take advantage of opportunities and enhance the ability to attract investment capital.

Industry Context

StockSavvy.ai notes that My Size, Inc.'s pursuit of a reverse stock split is a common strategy for companies facing delisting due to low stock prices, particularly on exchanges like Nasdaq. The authorization of blank check preferred stock is also a typical move to enhance financial flexibility, though it carries dilution risks for existing shareholders.

Comparison to Industry Standards

• Companies like AMC Entertainment Holdings (AMC) have implemented multiple reverse stock splits to maintain Nasdaq listing, demonstrating a common industry response to low share prices.
• The trend of authorizing preferred stock for capital raising is prevalent across various industries, including technology and biotechnology, where companies like Sorrento Therapeutics (SRNE) have utilized preferred equity to fund operations and research.
• The significant decline in My Size's stock price from $5.40 to $0.76 in two years is a stark contrast to companies with stable or growing share prices, highlighting potential underperformance relative to broader market or industry benchmarks.

Management Changes

Corporate Governance

Legal Proceedings

• No involvement of directors or officers in legal proceedings in the past ten years related to bankruptcy, insolvency, or criminal proceedings is reported.

Related Party Transactions

• The company entered into an agreement with Accounting Team Ltd., an entity 100% owned by CFO Oren Elmaliah, to provide bookkeeping, controller, and CFO services for a monthly fee of NIS 63,000 (approximately $20,000).

Stakeholder Impact

• Shareholders: Potential dilution from preferred stock issuance, potential benefits from reverse stock split if Nasdaq compliance is achieved, but also risks of reduced liquidity and continued stock price decline.
• Employees: Executive compensation is subject to advisory vote; no specific impact on general employees mentioned.
• Creditors: Continued net losses and potential delisting could impact the company's ability to service debt.
• Management: Proposed reverse stock split and preferred stock authorization could provide management with tools to manage capital and listing status.

Next Steps

• Stockholders will vote on the proposed resolutions at the Annual Meeting on July 21, 2026.
• The board of directors will decide whether and at what ratio to implement the reverse stock split, with a deadline of July 21, 2027.
• If approved, the company will file an amendment to its Certificate of Incorporation to authorize blank check preferred stock.

Key Dates

Recommendation

While the proposed reverse stock split and preferred stock authorization aim to address critical issues like Nasdaq compliance and capital flexibility, the company's persistent net losses, significant stock price depreciation, and the inherent risks associated with these actions warrant a cautious 'hold' recommendation. Investors should monitor the effectiveness of the reverse stock split in achieving Nasdaq compliance and the strategic deployment of any capital raised.

Keywords

My Size, Inc., DEF 14A, Proxy Statement, Annual Meeting, Reverse Stock Split, Director Election, Executive Compensation, Preferred Stock, Nasdaq Compliance, Corporate Governance