My Size, Inc.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on August 7, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MY SIZE, INC.

(Exact name of registrant as specified in its charter)

4 HaNegev St.

P.O.B. 1026,

Airport City, 7010000

Israel

+972-3-600-9030

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

1-800-927-9800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gary Emmanuel, Esq.

Michael Soumas, Esq.

**** Greenberg Traurig, P.A.

**** One Azrieli Center ****

Round Tower, 30th floor ****

132 Menachem Begin Rd ****

Tel Aviv, Israel 6701101 ****

Telephone: +972 (0) 3.636.6033

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

My Size, Inc.

Up to 26,019,229 Shares of Common Stock

Consisting of

**Up to a Maximum of 25,000,000 Shares of Common Stock,

269,229 Shares as Initial Commitment Shares

and

Up to 750,000 Shares as True-Up Commitment Shares

This prospectus relates to the resale from time to time by Square Gate Capital Master Fund, LLC - Series 5, a Delaware limited liability company (“Square Gate” or the “Investor”), of up to 26,019,229 shares of our common stock, par value $0.001 per share, consisting of (i) up to 25,000,000 shares of common stock (the “ELOC Shares”), that may be issued by us to the Investor pursuant to the Equity Purchase Agreement, dated as of August 5, 2026, between our company and the Investor (the “ELOC Purchase Agreement”), establishing a committed equity facility (the “Facility” or “Equity Line of Credit”), (ii) 269,229 shares of our common stock that have been issued to the Investor pursuant to the ELOC Purchase Agreement, being the commitment shares for the Facility (the “Initial Commitment Shares”), and (iii) up to an additional 750,000 shares (the “True-Up Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”), which will be issued only if the closing price of our common stock on the day the registration statement to which this prospectus relates is declared effective by the SEC (the “True-Up Commitment Share Reference Price”) is below $0.3706, the closing price of our common stock on August 4, 2026, the trading day immediately preceding the date the ELOC Purchase Agreement was executed (the “Initial Commitment Share Reference Price”).

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the ELOC Shares by the Investor. However, we may receive up to $10,000,000 in aggregate gross proceeds from the Investor under the ELOC Purchase Agreement in connection with sales of the ELOC Shares to the Investor pursuant to the ELOC Purchase Agreement after the date of this prospectus. See*“The ELOC Transaction”* for a description of the ELOC Purchase Agreement and the Facility and*“Selling Stockholder”*for additional information regarding the Investor.

The Investor may offer, sell or distribute all or a portion of the ELOC Shares hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of the ELOC Shares. The Investor may be deemed an underwriter within the meaning of Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act”), and will pay or assume any discounts, commissions or concessions received by them except as set forth in the ELOC Purchase Agreement. Although the Investor is obligated to purchase our ELOC Shares under the terms of the ELOC Purchase Agreement to the extent we choose to sell such ELOC Shares to it (subject to certain conditions), there can be no assurances that the Investor will sell any or all of the ELOC Shares purchased under the ELOC Purchase Agreement pursuant to this prospectus. See*“Plan of Distribution.”*

Our common stock is listed on the Nasdaq Capital Market under the symbol “MYSZ”. On August 6, 2026, the last reported sale price of our common stock on the Nasdaq Capital Market was $0.36 per share.

Investing in our securities involves a high degree of risk. You should read this prospectus as well as the information incorporated herein and therein by reference carefully before you make your investment decision. See “Risk Factors” beginning on page 4 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

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