Form 4: My Size, Inc. CFO's Stock Options Repriced Amidst Significant Share Price Decline

My Size, Inc. (MYSZ) has repriced Chief Financial Officer Oren Elmaliah's stock options, significantly reducing the exercise price from $8.72 to $1.28 per share, reflecting the company's recent stock performance.

Summary

• On June 4, 2025, My Size, Inc. (MYSZ) repriced 150 stock options held by its Chief Financial Officer, Oren Elmaliah.
• The exercise price of these options was unilaterally reduced from $8.72 per share to $1.28 per share, which was the closing price of the company's common stock on June 4, 2025.
• All other terms of the options, granted under the My Size, Inc. 2017 Equity Incentive Plan, remained unchanged, and all options are fully vested.
• The options are for Common Stock, $.001 par value per share, and have an expiration date of August 10, 2025.
• The company previously implemented a 1-for-25 reverse stock split on December 8, 2022, and a 1-for-8 reverse stock split on April 23, 2024, with all reported amounts adjusted to reflect these splits.

Sentiment

Score: 3

Explanation: The sentiment is largely negative due to the underlying reason for the option repricing – a significant decline in the company's stock price. While it benefits the executive, it signals poor past performance and potential shareholder value erosion. The repricing itself is a corporate action, but its context points to challenges.

Positives

• The repricing of stock options for CFO Oren Elmaliah may serve as a positive incentive for executive retention and motivation, aligning their interests with future stock price recovery.
• The options are fully vested, providing immediate potential benefit to the CFO at the new, lower exercise price.

Negatives

• The significant reduction in option exercise price from $8.72 to $1.28 indicates a substantial decline in My Size, Inc.'s stock price, suggesting poor past performance.
• Option repricing can be viewed negatively by existing shareholders as it may dilute their equity value and signals that previously granted options were significantly out-of-the-money, potentially due to underperformance.
• The need for repricing, especially after two reverse stock splits, highlights ongoing challenges with the company's stock valuation.

Risks

• Shareholder dissatisfaction and potential loss of investor confidence due to the perceived negative implications of option repricing.
• Continued stock price volatility and potential further declines, which could impact the value of the repriced options and overall shareholder returns.
• The company's reliance on reverse stock splits and option repricing may signal underlying operational or financial challenges.

Future Outlook

The document does not provide explicit forward-looking statements or guidance regarding the company's future financial performance or strategic direction, beyond the terms of the repriced options.

Management Comments

• The Board of Directors of the Company approved a unilateral option repricing, which resulted in the reduction of the exercise price to $1.28 per share, which is the closing price of the Company's common stock on June 4, 2025. All of the other terms of the option remained unchanged.

Industry Context

Option repricing is a practice often undertaken by companies when their stock price has significantly declined, rendering previously granted stock options 'underwater' (i.e., the exercise price is higher than the current market price). This action aims to restore the incentive value of the options for executives and retain key talent, particularly in industries experiencing market downturns or specific company-level challenges.

Comparison to Industry Standards

• While option repricing can be a tool for executive retention, it is generally viewed with caution by corporate governance experts and institutional investors. It often signals significant underperformance relative to industry peers, as it suggests that the company's stock has fallen substantially since the original grant date.
• Companies that frequently engage in repricing may face scrutiny regarding their compensation practices and long-term value creation compared to industry leaders who maintain consistent stock performance.

Corporate Governance

Related Party Transactions

• The repricing of stock options for Oren Elmaliah, the Chief Financial Officer, constitutes a related party transaction as it involves compensation arrangements with a key executive.

Stakeholder Impact

• Shareholders: May experience negative sentiment due to the implied poor stock performance necessitating the repricing and potential concerns about dilution.
• Employees (specifically the CFO): Benefits from the repricing as it makes the options more valuable and provides renewed incentive.
• Board of Directors: Demonstrates a decision to re-incentivize key management, potentially at the cost of shareholder perception.

Next Steps

• The repriced options will remain exercisable until their expiration date of August 10, 2025.

Key Dates

Keywords

My Size Inc, MYSZ, SEC Form 4, stock options, option repricing, executive compensation, Chief Financial Officer, beneficial ownership, reverse stock split, corporate governance