My Size, Inc.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
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Jun 30, 2026 · Filed Aug 13, 2026
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Notes to Condensed Consolidated Interim Financial Statements
Note 1 -General
| a. | My Size, Inc. (the “Company”) is developing unique measurement technologies based on algorithms with applications focused on the apparel e-commerce market. The technology is driven by proprietary algorithms, which are able to calculate and record measurements in a variety of novel ways. |
Following the acquisitions of Naiz Fit Bespoke Technologies, S.L (“Naiz” or “Naiz Fit’) in October 2022 and ShoeSize.Me AG (“ShoeSizeMe”) in September 2025, the Company expanded its offering outreach and customer base. Following the acquisition of Orgad International Marketing Ltd. (“Orgad”) in February 2022, the Company also operates an omnichannel e-commerce platform.
Following the formation of a new subsidiary, New Percentil S.L. (“New Percentil”), and acquisition of a new business unit in May 2025, the Company also operates a resale platform that enables consumers to buy and sell primarily secondhand apparel.
The Company has nine subsidiaries. My Size Israel 2014 Ltd. (“My Size Israel”), Topspin Medical (Israel) Ltd., Orgad and Rotrade Ltd., are all incorporated in Israel, My Size LLC, is incorporated in the Russian Federation, there are two limited liability companies incorporated under the laws of Spain namely Naiz Fit and New Percentil, and ShoeSizeMe, which is incorporated in Switzerland. On July 21, 2025, the Company established Ten Peacks Ltd. (“Ten Peacks”), which is incorporated in Israel and is a wholly-owned subsidiary of My Size Israel, that focuses on marketing and distribution of global apparel and shoes brands in Israel. References to the Company include the subsidiaries unless the context indicates otherwise.
My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registered in the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, the Company changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field of cardiology and urology.
On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.
On May 9, 2025, a newly-formed, wholly-owned subsidiary of the Company, New Percentil entered into a production unit transfer agreement with Casi Nuevo Kids, S.L., a limited liability company incorporated under the laws of Spain (“Casi Nuevo”), pursuant to which New Percentil acquired (the “Acquisition”) a production unit of Casi Nuevo with a trade name of Percentil that was judicially awarded to the Company in April 2025 within the framework of insolvency proceedings of Casi Nuevo filed with Commercial Court No. 13 of Madrid (Spain). The Acquisition was completed on May 9, 2025.
The Company paid for the total transaction an amount of €40 (approximately $45) cash payment and the assumption of certain customers, social security and debt liabilities. The Acquisition was financed through existing cash reserves and does not involve the issuance of additional shares or debt.
On September 8, 2025, the Company entered into a Share Sale and Purchase Agreement (the “Purchase Agreement”) with certain shareholders of ShoeSizeMe (the “Sellers”), who were the holders of 100% of the share capital of ShoeSizeMe, pursuant to which the Sellers sold to the Company all of the issued and outstanding shares of ShoeSizeMe. The acquisition of ShoeSizeMe closed on the same day. In consideration for the purchase of the shares of ShoeSizeMe and in accordance with the Purchase Agreement, the Company (i) paid a cash payment of $150 and (ii) issued 241,093 shares of the Company’s common stock. The fair value of the shares for the purchase price allocation was determined using the closing price on September 8, 2025 at $338. In addition, pursuant to the Purchase Agreement, the Company issued to a key employee of ShoeSizeMe a warrant to purchase up to 28,000 shares of the Company’s common stock. In connection with the acquisition of ShoeSizeMe, certain major shareholders of ShoeSizeMe entered into (i) a voting agreement with the Company and (ii) customary six-month lock up agreements with the Company.
| b. | Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $72,956. The Company’s management expects to continue generating losses and negative cash flows for the foreseeable future. Based on projected cash flows and balances as of June 30, 2026, management believes existing cash will be sufficient to fund operations for less than 12 months, creating substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to mitigate this include continuing product commercialization, acquiring technology or intellectual property, and securing financing through equity sales, debt, or strategic partnerships. However, there is no guarantee that additional funds will be available on acceptable terms or at all. If the Company fails to successfully commercialize its products or secure sufficient financing, it may be forced to cease operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Furthermore, on March 2, 2026, the Company received a formal deficiency notice letter from The Nasdaq Stock Market indicating that the Company is in violation of Nasdaq Listing Rule 5550(a)(2), as the closing bid price of our common stock fell below the minimum $1.00 per share threshold for 30 consecutive trading days. While the Company has been granted an initial compliance period until August 31, 2026, to regain compliance—which the Company is attempting to remedy via a Board-approved 1-for-8 reverse stock split—there is no guarantee it will meet Nasdaq’s continued listing standards. If the Company is delisted and ceases to be a publicly traded company, its ability to raise operational liquidity will be severely impaired, and it may be entirely unable to raise necessary funds through public capital markets. In addition, Nasdaq adopted a new continued listing rule requiring listed companies to maintain a minimum Market Value of Listed Securities (MVLS) of at least $5,000. However, on July 29, 2026, the SEC notified Nasdaq that it had received notices of intention to petition for review of the approval order and, pursuant to Rule 431(e) of the SEC’s Rules of Practice, the effectiveness of the approval order was automatically stayed pending further review by the SEC. As a result, the ultimate implementation, timing and scope of the MVLS requirement remains uncertain. If the rule goes into effect and the Company’s MVLS drops and remains below this $5,000 threshold for 30 consecutive business days, the Company will be subject to an immediate Staff Delisting Determination with no customary cure or compliance period. If the Company is delisted and ceases to be a publicly traded company, the Company’s ability to raise operational liquidity will be severely impaired, and it may be entirely unable to raise necessary funds through public capital markets Management’s plans to mitigate this include continuing product commercialization, acquiring technology or intellectual property, and securing financing through equity sales, debt, or strategic partnerships. However, there is no guarantee that additional funds will be available on acceptable terms or at all. The Company relies heavily on immediate external funding to support daily operations. Because of the Company’s constrained liquidity, it may currently be unable to fully service our outstanding debt obligations as they come due, presenting an imminent risk of default and significant financial distress in the near future If the Company fails to successfully commercialize its products or secure sufficient financing or properly manage its debt load, it may be forced to cease operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty |
The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern.
Note 1 - General (Cont.)
In January 2025, the Company entered into an Offering Agreement with H.C. Wainwright & Co., LLC, as agent (“Wainwright”) pursuant to which it may offer and sell, from time to time through Wainwright shares of the Company’s common stock having an aggregate offering price of up to $4.1 million. The Company agreed to pay Wainwright a commission at a fixed rate of 3.0% of the aggregate gross proceeds from each sale of the shares under the Offering Agreement. As of the date hereof, the Company sold 344,047 shares (after giving effect to the reverse stock split, see also Note 1(c)) pursuant to the Offering Agreement for aggregate gross proceeds of approximately $3,903.
The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern.
Stock split
| c. | Subsequent to the balance sheet date, on July 21, 2026, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio ranging from 1-for-2 to 1-for-30, with the exact ratio to be determined by the Company’s board of directors. The board of directors subsequently approved a 1-for-8 reverse stock split, which became effective on August 12, 2026 with the shares beginning trading on a post-split basis on the Nasdaq Capital Market on August 13, 2026. All share and per share amounts for common stock, stock options and loss per share amounts have been adjusted to give retroactive effect to the reverse stock split for all periods presented in these financial statements. |
| c. | In late February 2026, Israel and the United States preemptively attacked Iran, in order to eliminate Iran’s nuclear and ballistic missile capabilities, and to target the Islamic fundamentalist regime governing Iran, which has threatened Israel’s existence. As part of this conflict, Iran launched missile attacks throughout Israel. This war followed similar conflicts in June 2025, and April 2024 and October 2024, during which Iran launched ballistic missile attacks against Israel, and Israel conducted strikes against Iranian military and nuclear infrastructure. The direct conflicts with Iran ran parallel to, and followed upon, a two-year war (from October 2023 until October 2025) during which Israel was attacked by Hamas and Hezbollah, terrorist groups sponsored by Iran operating out of the Gaza Strip and Lebanon, respectively. and declared war in response, which included ground operations in the Gaza Strip and southern Lebanon. Other Iranian sponsored terrorist organizations in the Middle East, including the Houthi terrorist group in Yemen, have also attacked Israel with various types of missiles and drones as part of these conflicts, and Israel has responded with air force attacks. By late April 2026, a series of fragile ceasefires were brokered to pause direct state-on-state hostilities, though the long-term stability and economic impact of these agreements remain uncertain as of the reporting date. On April 8, 2026, the United States and Iran agreed to a temporary ceasefire with the aim of reaching a permanent agreement and ending the war and on April 16, 2026, a cessation of hostilities was announced between Israel and Lebanon. However, the military operation in Lebanon against Hezbollah is still ongoing and the Iran ceasefire remains fragile, with reports of continued military operations by both sides. |
The security situation in Israel has had an immaterial effect on its operations and financial results so far. This is attributable to its offices in Spain which has become a hub for the Company’s sizing solutions business. The majority of Orgad’s inventory utilizes fulfillment by Amazon rather than fulfilling directly. Inventory is now maintained and orders are shipped from regional Amazon warehouses, thereby reducing exposure to inventory risk and contributing to operating efficiencies. For the time being there is an effect on shipping costs that marginally affects the Company.
On February 24, 2022, Russia invaded Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region. Following Russia’s actions, various countries, issued broad-ranging economic sanctions against Russia. Such sanctions included, among other things, a prohibition on doing business with certain Russian companies, officials and oligarchs; a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications (SWIFT) electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions.
The Company shut down its operation in Russia and is expected to close down its subsidiary, My Size LLC, but due to technical reasons it is expected to occur in the near future. Therefore, the impact from the current situation is very limited.
Note 2 -Significant Accounting Policies
| a. | Unaudited condensed consolidated financial statements: |
The accompanying unaudited condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements are comprised of the financial statements of the Company. In management’s opinion, the interim financial data presented includes all adjustments necessary for a fair presentation. All intercompany accounts and transactions have been eliminated. Operating results for the six months ended June 30, 2026 not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2026.
These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2025.
| b. | Significant Accounting Policies: |
The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements.
Note 3 –Financial Instruments
The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, other receivables, trade payables, accounts payable and short and long term loans approximate their fair value due to the short-term maturities of such instruments.
The Company holds share certificates My City Builders, Inc. (“MYCB”), formerly known as Diamante Minerals, Inc., a publicly traded company on the OTCQB.
Due to sales restrictions on the sale of the MYCB shares, the fair value of the shares was measured on the basis of the quoted market price for an otherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the sales restrictions and is therefore, ranked as Level 2 assets.
| Fair value hierarchy | |||
|---|---|---|---|
| Level 1 | Level 2 | Level 3 | |
| Financial assets | |||
| Investment in marketable securities | - | 2 | - |
Note 3 - Financial Instruments (Cont.)
| Fair value hierarchy | |||
|---|---|---|---|
| Level 1 | Level 2 | Level 3 | |
| Financial assets | |||
| Investment in marketable securities (*) | - | 2 | - |
| (*) | For the six-month period and three months ended June 30, 2026 and 2025, the Company recognized gain (based on quoted market prices with a discount due to security restrictions on MYCB shares) of the marketable securities was $0.2, $0.2, $7 and $0.5 respectively. |
|---|
Note 4 -Stock Based Compensation
The stock-based expense equity awards recognized in the financial statements for services received is related to Cost of Revenues, Research and Development, Sales and Marketing and General and Administrative expenses as shown in the following table:
| Six months ended | ||
|---|---|---|
| June 30, | ||
| 2026 | 2025 | |
| Stock-based compensation expense - Research and development | 45 | 14 |
| Stock-based compensation expense - Sales and marketing | 23 | 4 |
| Stock-based compensation expense - General and administrative | 110 | 50 |
| Stock-based compensation expense | 178 | 68 |
| Three months ended | ||
|---|---|---|
| June 30, | ||
| 2026 | 2025 | |
| Stock-based compensation expense - Research and development | 37 | 8 |
| Stock-based compensation expense - Sales and marketing | 23 | - |
| Stock-based compensation expense - General and administrative | 28 | 34 |
| Stock-based compensation expense | 88 | 46 |
Note 4 - Stock Based Compensation (Cont.)
Stock Option Plan for Employees:
The total number of shares of common stock which may be granted to directors, officers and employees under the Company’s 2017 Equity Incentive Plan is limited to 94,586 shares.
During the six and three month periods ended June 30, 2026, the Company granted 11,875 options. During such period, no options were exercised and no restricted stock or RSUs have been vested.
During the six and three month periods ended June 30, 2025, the Company did not grant any options, restricted stock and RSUs and no options were exercised.
The total stock option compensation expense for employees during the six and three month periods ended June 30, 2026 and 2025 was $178, $88, $68 and$46, respectively.
Note 5 -Contingencies and Commitments
In July 2024, the Company was served with a legal complaint filed by Shimon Shukron in the Magistrate’s Court in Herzliya (the “Court”) for a monetary award in an amount of NIS 1,895,345 (approximately $636). The plaintiff alleges that due to the fire that broke out at Orgad’s warehouse in January 2023, the fire spread to the plaintiff’s business and caused heavy damage to the structure and contents, inventory of the business and loss of profits. The Company filed its statement of defense in September 2024. At such preliminary stage, the plaintiff did not provide sufficient documents to support his claims regarding the extent of the alleged damage. In June 2025, the Court appointed a third-party appraiser to assess the damages. In August 2026, the Company and Shimon Shukron have entered into an agreement pursuant to which the Company will pay NIS 425,000 in three monthly payments for all claims made (approximately $143), which agreement was approved by the Court. The total agreed amount has been accrued and recorded as current liabilities in the consolidated balance sheet as of June 30, 2026.
Note 6 –Operating Segments
The Company has the following four segments: (i) Fashion e-commerce platform, (ii) SaaS solutions, (iii) resale platform for apparel and (iv) others. This realignment reflects the way resources are allocated, and performance is assessed by the Chief Operating Decision Maker. The Fashion e-commerce platform which represents Orgad’s activity that was acquired by the Company in 2022, mainly operates on Amazon. The SaaS based innovative artificial intelligence driven measurement solutions, or SaaS Solutions operating segment consists of the Company and certain of its subsidiaries, My Size Israel, My Size LLC, Naiz and ShoeSizeMe (purchased in September 2025). The resale platform currently operates as a separate segment under New Percentil following the closing of the Acquisition in May 2025. The other segment currently operates under Ten Peacks.
The CODM reviews total operating expenses and consolidated net loss to assess performance, forecast future financial results, and allocate resources. In assessing the Company’s financial performance and making strategic decisions, the CODM regularly reviews segment operational loss and operating expenses by function. This includes a review of budget versus actual expenses and cost of goods, sales and marketing salaries, and other segment expenses. For the Fashion e-commerce platform operating segment, the CODM also reviews gross profit and Amazon fees. For the SaaS Solutions operating segment, the CODM also reviews research and development expenses.
Revenue, costs of goods and other costs and expenses are generally directly attributed to the segments. These expenses include research and development-related expenses, costs of Amazon fees, cost of goods, and legal-related costs. Indirect costs are allocated to segments based on a reasonable allocation methodology, when such costs are significant to the performance measures of the operating segments. Indirect operating expenses, such as insurance, legal, and audit services, are mostly allocated based on revenues, most of which is allocated to the Fashion e-commerce platform segment.
Information related to the operations of the Company’s reportable operating segments is set forth below:
| Fashion | |||||
|---|---|---|---|---|---|
| e-commerce · SaaS · Resale | |||||
| platform | Solutions | Platform | Others | Total | |
| Revenues from external customers | 4,031 | 448 | 756 | 229 | 5,464 |
| Cost of revenues | (3,082) | (92) | (263) | (114) | (3,551) |
| Research and development expenses | (155) | (349) | (100) | (10) | (614) |
| Amazon fees | (902) | - | - | - | (902) |
| Sales and marketing salaries | (92) | (159) | - | (213) | (464) |
| Other Segment Items (*) | (1,256) | (619) | (907) | (279) | (3,061) |
| Segment loss | (1,456) | (771) | (514) | (387) | (3,128) |
| Reconciliation of Profit or Loss | |||||
| Financial income, (expense) net | (100) | ||||
| Loss before income taxes | (3,228) | ||||
| Significant non-cash items: | |||||
| Amortization | - | (157) | (89) | - | (246) |
| Share based payments | (160) | (18) | - | - | (178) |
| (*) | Other segments items include share based payments, rent and related expenses, professional services, insurance and other expenses. |
|---|
| Fashion | |||||
|---|---|---|---|---|---|
| e-commerce · Saas · Resale | |||||
| platform | Solution | Platform | Others | Total | |
| As of June 30, 2026: | |||||
| Assets | 3,325 | 2,054 | 522 | 582 | 6,483 |
| Fashion and equipment e-commerce platform | SaaS Solutions | Resale Platform | Total | |
|---|---|---|---|---|
| Revenues from external customers | 2,968 | 349 | 168 | 3,485 |
| Cost of revenues | (1,816) | (15) | (110) | (1,941) |
| Research and development expenses | - | (205) | (19) | (224) |
| Amazon fees | (721) | - | - | (721) |
| Sales and marketing Salaries | (68) | (127) | - | (195) |
| Other Segment Items (*) | (1,405) | (494) | (151) | (2,050) |
| Segment loss | (1,042) | (492) | (112) | (1,646) |
| Reconciliation of Profit or Loss | ||||
| Financial income,(expense) net | 136 | |||
| Loss before income taxes | (1,510) | |||
| Significant non-cash items: | ||||
| Amortization | (9) | (80) | (32) | (121) |
| Share based payments | (45) | (23) | - | (68) |
| (*) | Other segments include shared based payments, rent and related expenses, professional services, insurance and other expenses. |
|---|
| Fashion | |||||
|---|---|---|---|---|---|
| e-commerce · SaaS · Resale | |||||
| platform | Solutions | Platform | Others | Total | |
| Revenues from external customers | 2,233 | 211 | 413 | 213 | 3,070 |
| Cost of revenues | (1,820) | (30) | (144) | (103) | (2,097) |
| Research and development expenses | (93) | (180) | (96) | (6) | (375) |
| Amazon fees | (437) | - | - | - | (437) |
| Sales and marketing salaries | (48) | (93) | - | (122) | (263) |
| Other Segment Items (*) | (689) | (261) | (517) | (153) | (1,620) |
| Segment loss | (854) | (353) | (344) | (171) | (1,722) |
| Reconciliation of Profit or Loss | |||||
| Financial income, (expense) net | (30) | ||||
| Loss before income taxes | (1,752) | ||||
| Significant non-cash items: | |||||
| Amortization | - | (90) | (64) | - | (154) |
| Share based payments | (79) | (9) | - | - | (88) |
| (*) | Other segments items include share based payments, rent and related expenses, professional services, insurance and other expenses. |
|---|
| Fashion and equipment e-commerce platform | SaaS Solutions | Resale Platform | Total | |
|---|---|---|---|---|
| Revenues from external customers | 1,661 | 177 | 168 | 2,006 |
| Cost of revenues | (764) | (8) | (110) | (882) |
| Research and development expenses | - | (123) | (19) | (142) |
| Amazon fees | (336) | - | - | (336) |
| Sales and marketing Salaries | (37) | (37) | - | (74) |
| Other Segment Items (*) | (742) | (266) | (150) | (1,158) |
| Segment loss | (218) | (257) | (111) | (586) |
| Reconciliation of Profit or Loss | ||||
| Financial income, net | 136 | |||
| Loss before income taxes | (450) | |||
| Significant non-cash items: | ||||
| Amortization | - | (51) | (32) | (83) |
| Share based payments | (10) | (37) | - | (47) |
| Fashion and equipment e-commerce platform | Saas Solution | Resale Platform | Others | Total | |
|---|---|---|---|---|---|
| Assets | 6,733 | 2,455 | 626 | 390 | 10,204 |
Note 7 –Significant events during the reporting period.
| a. | On January 21, 2025, the Company entered into an At The Market Offering Agreement (the “Offering Agreement”), with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may offer and sell, from time to time through Wainwright shares of the Company’s common stock having an aggregate offering price of up to $4.1 million. The Company is not obligated to make any sales of the shares under the Offering Agreement. The offering of shares pursuant to the Offering Agreement will terminate upon the earliest of (a) the sale of all of the shares subject to the Offering Agreement and (b) the termination of the Offering Agreement by Wainwright or the Company, as permitted therein. The Company agreed to pay to Wainwright a cash commission of 3% of the gross sales price of any shares of common stock sold under the Offering Agreement. As of the date hereof, the Company sold 344,047 shares (after giving effect to the reverse stock split, see also Note 1(c)) pursuant to the Offering Agreement for aggregate gross proceeds of approximately $3.903 million. |
| b. | On January 27 2026, the Company entered into a Capital Advance agreement with Payoneer Inc. Under the terms of this arrangement, the Company received an upfront cash advancement of $400 in exchange for the commitment of future marketplace future sales. Payoneer automatically collects a contractually agreed-upon 21% of the Company’s gross daily marketplace payouts until the total face-value obligation of $424 is fully satisfied. The facility is non-compounding, features a single fixed capital fee of $24, and is structurally scheduled for full settlement within the current fiscal year. The Company determined that in accordance with ASC 470-10-25-2 that the agreement gives rise to a debt instrument. Consequently, in accordance with ASC 470 (Debt), the arrangement is accounted for as a Short term Loan and is classified within Current Liabilities on the Consolidated Balance Sheet. The fee of $24 is recorded over the term of the loan in the financial expenses in the consolidated Income statement. |
Note 8 –Subsequent events after the reporting period
| a. | On July 21, 2026, the Company’s board of directors approved a 1-for-8 reverse stock split of the Company’s issued and outstanding common stock, which went into effect on August 12, 2026, with the shares beginning trading on a post-split basis on the Nasdaq Capital Market on August 13, 2026. Upon effectiveness, every eight (8) issued and outstanding shares of common stock have automatically combined into one (1) issued and outstanding share of common stock. Fractional shares resulting from the reverse stock have not been issued. Instead, each stockholder was entitled to receive a cash payment in lieu of such fractional share. |
All share and per-share amounts presented in the accompanying financial statements, including common shares outstanding, earnings (loss) per share, and other applicable disclosures, have been retroactively adjusted to give effect to the 1-for-8 reverse stock split for all periods presented.
| b. | Subsequent to June 30, 2026 and through the date hereof, the Company sold an aggregate of 92,558 shares (after giving effect to the reverse stock split, see also Note 1(c)), pursuant to the Offering Agreement with Wainwright, for gross proceeds of approximately $0.3 million. |
| c. | On August 5, 2026, the Company entered into an Equity Purchase Agreement with an investor, pursuant to which, subject to the satisfaction of the conditions set forth therein, the Company has the right, but not the obligation, to sell to the investor, and the investor is obligated to purchase, up to $10.0 million of its common stock over a 36-month period. Purchases under the facility may be made from time to time at our discretion through the delivery of purchase notices, subject to certain conditions, limitations and the terms of the Equity Purchase Agreement. The purchase price for shares sold under the Equity Purchase Agreement will be determined pursuant to a formula based on the market price of our common stock during specified valuation periods. In consideration for the facility, the Company issued 269,229 shares of common stock to the investor as a commitment fee. In connection with the Equity Purchase Agreement, the Company filed a registration statement covering the resale of up to 3,252,404 shares of common stock, consisting of the 3,125,000 shares that may be sold under the facility and the 127,404 commitment shares. |
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