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

My Size, Inc. announced that its Board of Directors approved the repricing of Director Oron Branitzky's stock options, significantly reducing the exercise price to align with the current closing stock price, following two recent reverse stock splits.

Summary

• Director Oron Branitzky's stock options for My Size, Inc. (MYSZ) were repriced on June 4, 2025.
• The exercise price of 150 options was reduced from $8.72 per share to $1.28 per share.
• The new exercise price of $1.28 per share matches the closing price of the company's common stock on June 4, 2025.
• All other terms of the option grant under the My Size, Inc. 2017 Equity Incentive Plan remain unchanged, and all options have vested.
• 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 accordingly.

Sentiment

Score: 3

Explanation: The repricing of options to a significantly lower exercise price, coupled with two recent reverse stock splits, strongly suggests a history of poor stock performance and potential underlying operational challenges for My Size, Inc. While beneficial for the option holder, it reflects a negative trend for existing shareholders.

Positives

• The repricing makes the options significantly more 'in-the-money' for Director Branitzky, potentially increasing his incentive to remain with and contribute to the company.
• Aligning the option exercise price with the current market price could be seen as a move to re-incentivize management given the stock's performance.

Negatives

• The substantial reduction in option exercise price (from $8.72 to $1.28) indicates a significant decline in the company's stock price since the original grant, reflecting poor past performance.
• Option repricing can be viewed negatively by shareholders as it effectively rewards executives despite poor stock performance, potentially diluting shareholder value if the options are exercised at a much lower price than originally intended.
• The company has undergone two significant reverse stock splits (1-for-25 in 2022 and 1-for-8 in 2024), which often signal a struggling stock price and can be a negative indicator for investors.

Risks

• Shareholder Dilution: The repriced options, if exercised, could lead to dilution for existing shareholders, especially given the significantly lower exercise price.
• Negative Investor Perception: Option repricing, particularly when the stock price has fallen significantly, can be perceived negatively by investors as it may suggest a lack of accountability for past performance or a disregard for shareholder interests.
• Continued Stock Price Volatility/Decline: The need for repricing, coupled with recent reverse stock splits, suggests ongoing challenges with the company's stock performance, indicating a risk of further price volatility or decline.
• Operational Challenges: The decline in stock price necessitating the repricing may reflect underlying operational or financial challenges within My Size, Inc.

Future Outlook

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

Management Comments

• "Effective June 4, 2025, 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 often occurs in industries where companies have experienced significant stock price declines, aiming to re-incentivize management. This practice can be controversial, as it effectively lowers the performance hurdle for executives. The two recent reverse stock splits suggest My Size, Inc. has faced substantial challenges in maintaining its share price, a trend seen in some smaller, growth-oriented tech companies that struggle to achieve profitability or scale.

Comparison to Industry Standards

• Option repricing is a practice that has become less common in large, well-governed companies due to shareholder backlash, but it still occurs in smaller or distressed companies. For instance, while tech giants like Apple or Microsoft rarely engage in repricing, smaller biotech or software firms facing significant stock depreciation might consider it to retain talent.
• The substantial reduction from $8.72 to $1.28 indicates a severe decline in stock value, which is a more extreme repricing event compared to minor adjustments seen in some other companies. For example, during the dot-com bust, many tech companies repriced options, but modern corporate governance often frowns upon such large adjustments without significant performance improvements.
• The occurrence of two reverse stock splits (1-for-25 and 1-for-8) within a relatively short period (2022-2024) is a strong indicator of sustained poor stock performance, a characteristic often seen in micro-cap companies struggling to meet listing requirements or attract institutional investment, unlike stable industry leaders.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential negative impact due to the implication of poor stock performance leading to repricing and potential future dilution if options are exercised at a significantly lower price. The history of reverse stock splits also suggests value erosion.
• Management/Employees (Option Holders): Positive impact for Director Branitzky as his options are now significantly more 'in-the-money,' potentially increasing his incentive and retention.

Next Steps

• The document does not explicitly mention any future actions, events, or milestones beyond the expiration date of the options.

Key Dates

Recommendation

Keywords

My Size Inc., MYSZ, SEC Form 4, Stock Options, Option Repricing, Director Compensation, Corporate Governance, Reverse Stock Split, Beneficial Ownership, Equity Incentive Plan