S-1: My Size, Inc. Files for Resale of Up to 26M Shares

My Size, Inc. has filed an S-1 registration statement to allow for the resale of up to 26,019,229 shares of common stock by Square Gate Capital Master Fund, LLC - Series 5.

Summary

• My Size, Inc. has filed a Form S-1 registration statement with the SEC to permit the resale of up to 26,019,229 shares of its common stock by Square Gate Capital Master Fund, LLC - Series 5.
• These shares consist of up to 25,000,000 shares under an Equity Line of Credit (ELOC) Purchase Agreement, 269,229 initial commitment shares, and up to 750,000 true-up commitment shares.
• The company may receive up to $10 million in gross proceeds from sales to Square Gate under the ELOC Purchase Agreement, intended for working capital and general corporate purposes.
• The filing highlights significant risks, including substantial dilution to existing stockholders, potential decline in stock price due to share sales, and the company's ongoing challenges in meeting Nasdaq's continued listing requirements, particularly the Market Value of Listed Securities (MVLS) threshold.
• The company's operations and results may be affected by political, economic, and military conditions in Israel.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as a negative sentiment due to the significant dilution risk, the discounted share price for the equity line of credit, and the company's ongoing struggles with Nasdaq listing requirements.

Positives

• The company has secured a committed equity facility (ELOC) with Square Gate Capital Master Fund, LLC - Series 5, providing potential access to up to $10 million in capital over 36 months.
• The ELOC provides flexibility, allowing My Size, Inc. to control the timing and amount of share sales.
• The company has a diversified business model in fashion technology, addressing size and fit accuracy, inventory management, circular economy solutions, and international distribution.

Negatives

• The ELOC shares will be sold at a discount (96.5% of the lowest daily VWAP or 100% of the lowest traded price for intraday purchases), potentially leading to significant dilution and a decline in the stock price.
• The company's Market Value of Listed Securities (MVLS) was approximately $2.1 million as of August 6, 2026, which is below the $5.0 million Nasdaq threshold, posing a risk of delisting.
• The company has a history of losses and needs additional capital, raising concerns about its ability to continue as a going concern.
• The issuance of up to 26,019,229 shares represents a substantial increase in outstanding shares, potentially diluting existing shareholders significantly.

Risks

• Issuances of common stock to Square Gate may cause substantial dilution to existing stockholders and could cause the price of our common stock to decline.
• Sales of a substantial number of shares by the selling stockholder in the public market, or the anticipation of such sales, could adversely affect the market price of our shares.
• Failure to comply with Nasdaq Capital Market continued listing requirements could result in delisting, reducing liquidity and impacting the ability to raise capital.
• Political, economic, and military conditions in Israel and the surrounding region may directly affect the company's business and operations.
• The company may not be able to access the full amount available under the ELOC Purchase Agreement without stockholder approval if the average sale price falls below $0.3706 per share.
• The company has a history of losses and needs additional capital, raising substantial doubt about its ability to continue as a going concern.

Future Outlook

The company may receive up to $10 million in gross proceeds from sales of its common stock to Square Gate under the ELOC Purchase Agreement, which will be used for working capital and general corporate purposes. The company's ability to continue as a going concern is subject to uncertainty, and its ability to remain listed on the Nasdaq Capital Market is at risk.

Management Comments

• We believe this integrated approach is differentiated in the market. Unlike point solutions that address a single problem, our platform is designed to allow brands to work with one group-level partner across technology, commerce, circularity, and distribution—each business unit reinforcing the others through shared data, commercial relationships, and infrastructure.

Industry Context

StockSavvy.ai notes that My Size, Inc. operates in the fashion technology sector, aiming to solve critical industry pain points like size and fit accuracy, excess inventory, and sustainability. The company's strategy of offering an integrated platform is a response to the fragmented nature of solutions currently available to fashion brands.

Stakeholder Impact

• Existing shareholders face significant dilution risk due to the potential sale of up to 26,019,229 shares at a discount.
• The potential delisting from Nasdaq could reduce stock liquidity and negatively impact investor confidence.
• The company's ability to continue as a going concern raises concerns for all stakeholders.

Next Steps

• The registration statement must be declared effective by the SEC.
• Square Gate Capital Master Fund, LLC - Series 5 may begin reselling shares of common stock.
• My Size, Inc. may elect to sell shares to Square Gate under the ELOC Purchase Agreement to raise capital for working capital and general corporate purposes.

Key Dates

Recommendation

The filing indicates significant negative factors including substantial dilution risk from the ELOC, the discounted sale price of shares, the company's precarious financial position (doubt about going concern), and the high risk of delisting from Nasdaq. These factors strongly suggest a sell recommendation for existing and potential investors.

Keywords

Equity Line of Credit, Common Stock, Resale Registration, Dilution, Nasdaq Listing, Fashion Technology, Capital Raise, Square Gate Capital