My Size, Inc. Completes Acquisition, Enters New Agreement

TL;DR

MYSI just closed an acquisition and signed a new deal. Details TBD.

AI Summary

On September 8, 2025, My Size, Inc. announced the completion of an acquisition. The filing also disclosed the entry into a material definitive agreement and unregistered sales of equity securities. Specific details regarding the acquisition's financial impact or the terms of the definitive agreement were not provided in this excerpt.

Why It Matters

This filing indicates significant corporate activity for My Size, Inc., including a new acquisition and a material agreement, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing mentions an acquisition and material definitive agreement, which can introduce integration challenges and financial risks, but specific details are limited.

Key Players & Entities

• My Size, Inc. (company) — Registrant
• September 8, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-37370 (company_id) — Commission File Number

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share MYSZ Nasdaq Cap
• $150,000 — Sellers received (i) a cash payment of $150,000 and (ii) 241,093 shares of the Company'
• $290,000 — "Shares") having an aggregate value of $290,000 (the "Equity Consideration"), determine
• $290,000 b — Consideration"), determined by dividing $290,000 by the average closing price of the Compa
• $2.00 — i) 10,000 Warrant Shares exercisable at $2.00 per Warrant Share, (ii) 6,000 Warrant S
• $3.00 — ii) 6,000 Warrant Shares exercisable at $3.00 per Warrant Share, (iii) 5,000 Warrant
• $4.00 — ii) 5,000 Warrant Shares exercisable at $4.00 per Warrant Share, (iv) 4,000 Warrant S
• $5.00 — iv) 4,000 Warrant Shares exercisable at $5.00 per Warrant Share, and (v) 3,000 Warran
• $6.00 — (v) 3,000 Warrant Shares exercisable at $6.00 per Warrant Share. The Warrant is sub

Filing Documents

• form8-k.htm (8-K) — 57KB
• ex10-1.htm (EX-10.1) — 595KB
• ex10-2.htm (EX-10.2) — 38KB
• ex10-3.htm (EX-10.3) — 53KB
• ex10-4.htm (EX-10.4) — 122KB
• ex99-1.htm (EX-99.1) — 14KB
• 0001493152-25-013135.txt ( ) — 1166KB
• mysz-20250908.xsd (EX-101.SCH) — 3KB
• mysz-20250908_lab.xml (EX-101.LAB) — 33KB
• mysz-20250908_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information contained in Item 2.01 is hereby incorporated herein by reference.

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On September 8, 2025, My Size Inc., a Delaware corporation (the "Company") entered into a Share Sale and Purchase Agreement (the "Purchase Agreement") with certain sellers (the "Sellers"), who are the holders of 100% of the share capital of ShoeSize.Me AG, a Swiss company (the "Target"), pursuant to which the Sellers agreed to sell to the Company all of the issued and outstanding shares of Target (the "Transaction"). The Transaction closed on the same day (the "Closing Date"). In consideration for the purchase of the shares of Target and in accordance with the Purchase Agreement, the Sellers received (i) a cash payment of $150,000 and (ii) 241,093 shares of the Company's common stock (the "Shares") having an aggregate value of $290,000 (the "Equity Consideration"), determined by dividing $290,000 by the average closing price of the Company's common stock during the seven trading days immediately preceding the Closing Date. In addition, pursuant to the Purchase Agreement, the Company issued to a key employee of Target a warrant (the "Warrant") to purchase up to 28,000 Shares (such Shares underlying the Warrant, the "Warrant Shares"). The Warrant provides for a tiered exercise structure, with (i) 10,000 Warrant Shares exercisable at $2.00 per Warrant Share, (ii) 6,000 Warrant Shares exercisable at $3.00 per Warrant Share, (iii) 5,000 Warrant Shares exercisable at $4.00 per Warrant Share, (iv) 4,000 Warrant Shares exercisable at $5.00 per Warrant Share, and (v) 3,000 Warrant Shares exercisable at $6.00 per Warrant Share. The Warrant is subject to vesting upon satisfaction of certain service-based, financial performance and integration milestones, as follows: Continuing Service Milestone : 50% of the Warrant shall vest and become exercisable on the 12-month anniversary of the issuance date of the Warrant, provided that the Warrant holder shall have been continuously providing services to the Company

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained in Item 2.01 is hereby incorporated herein by reference. The issuance of the Equity Consideration is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to an exemption provided by Regulation S thereof as an off-shore transaction with non-U.S. persons.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 11, 2025, the Company issued a press release announcing the acquisition of Target. A copy of the press release is attached hereto as Exhibit 99.1. The press release and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial the cover of an amendment to this Current Report on Form 8-K no later than seventy-one (71) calendar days after the date on which this Form 8-K was required to be filed. (b) Pro Forma Financial Information. If required, the Company intends to file the pro forma financial information that is required by this Item 9.01(b) under the cover of an amendment to this Current Report on Form 8-K no later than seventy-one (71) calendar days after the date on which this Form 8-K was required to be filed. (c) Not applicable. (d) Exhibits 10.1 (1)(2) Share Sale and Purchase Agreement, dated as of September 8, 2025, by and among My Size, Inc., Mr. Timo Steitz, Mr. Wilhelm Steitz, Mr. Ettore Weilenmann and the natural and legal persons indicated in Annex 0 thereto. 10.2 (2) Lock-Up Agreement, entered into on September 8, 2025, by and among My Size, Inc. and the stockholders identified on the signature page thereto. 10.3 (2) Voting Agreement, dated as of September 8, 2025, by and among My Size, Inc. and the stockholders identified on the signature page thereto. 10.4 Form of Warrant issued by My Size, Inc. 99.1 Press release dated September 11, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) (1) Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. (2) Portions of this exhibit (indicated by asterisks) have been omitted under rules of the SEC permitting the confidential treatment of select information. The Registrant agrees to furnish a copy of all omitted information to the SEC upon its request

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MY SIZE, INC. Date: September 12, 2025 By: /s/ Ronen Luzon Name: Ronen Luzon Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR