Form 8-K

8-K — My Size, Inc.

Accession: 0001493152-26-037389

Filed: 2026-08-12

Period: 2026-08-12

CIK: 0001211805

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 12, 2026

SIZE, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-37370

51-0394637

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

HaNegev, POB 1026

Airport

City, Israel 7010000

(Address

of principal executive offices and Zip Code)

Registrant’s

telephone number, including area code +972-3-600-9030

N/A

(Former

name or former address, if changed since last report.)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value per share

MYSZ

Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

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 13(a) of the Exchange Act. ☐

Item

3.03 Material Modification to Rights of Security Holders.

the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

Item

5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

previously reported in the Current Report on Form 8-K filed by My Size, Inc., a Delaware corporation (the “Company”), with

the Securities and Exchange Commission (the “SEC”) on July 21, 2026, the Company held its annual meeting of stockholders

on July 21, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved, among other matters,

a proposal to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, in substantially the form attached

as Appendix A to the definitive proxy statement filed by the Company with the SEC on June 2, 2026, to effect a reverse stock split of

the Company’s issued and outstanding common stock, par value $0.001 per share, 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”) in its discretion.

The

Board approved a 1-for-8 reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per

share, (the “Reverse Stock Split”), and on August 12, 2026, the Company filed with the Secretary of State of the State of

Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”)

to effect the Reverse Stock Split, which became effective as of 4:30 p.m. Eastern Time on August 12, 2026. The Company’s common

stock will begin trading on a split-adjusted basis when the market opens on August 13, 2026 on the Nasdaq Capital Market.

When

the Reverse Stock Split became effective, every eight (8) shares of the Company’s issued and outstanding common stock were automatically

converted into one (1) share of common stock, without any change in the par value per share. In addition, a proportionate adjustment

was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants

entitling the holders to purchase common stock. No fractional shares were issued if, as a result of the Reverse Stock Split, a stockholder

would otherwise become entitled to a fractional share because the number of shares of common stock they held before the Reverse Stock

Split was not evenly divisible by the split ratio. Instead, each stockholder is entitled to receive a cash payment in lieu of such fractional

share. The cash payment to be paid will be equal to the fraction of a share to which such stockholder would otherwise be entitled multiplied

by the closing price per share as reported by the Nasdaq Capital Market (as adjusted to give effect to the Reverse Stock Split) on August

12, 2026.

The

Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “MYSZ.” The new CUSIP number

for common stock following the Reverse Stock Split is 62844N 505.

VStock

Transfer, LLC, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.

Item

8.01. Other Events.

August 10, 2026, the Company announced that the Board approved a one-for-eight (1-for-8) reverse stock split of its common stock that

will become effective after the close of trading on August 12, 2026.

copy of the press release announcing this event is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated

by reference herein.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc.

99.1

Press release dated August 10, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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.

SIZE, INC.

Date:

August 12, 2026

By:

/s/

Ronen Luzon

Name:

Ronen

Luzon

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

Certificate

of Amendment

Amended and Restated Certificate of Incorporation

My Size, Inc.

Under

Section 242 of the Delaware General Corporation Law

Size, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies

as follows:

FIRST:

The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by replacing FIFTH ARTICLE in its entirety

with the following:

FIFTH:

The total number of shares of stock which the Corporation shall have authority to issue is 250,000,000 shares of common stock with a

par value of $0.001 per share (the “Common Stock”). The Common Stock may be issued from time to time without action by the

stockholders. The Common Stock may be issued for consideration as may be fixed by the Corporation’s Board of Directors (the “Board

of Directors”).

The

foregoing amendment shall be effective as of 4:30 p.m., New York City time on August 12, 2026 (the “Effective Time”), upon

which every eight (8) shares of the Corporation’s Common Stock (the “Old Common Stock”), issued and outstanding immediately

prior to the Effective Time, will be automatically reclassified as and converted into one (1) share of common stock, par value $0.001

per share, of the Corporation (the “New Common Stock”) (such formula herein, the “Determined Ratio”). Further,

every right, option and warrant to acquire shares of Old Common Stock outstanding immediately prior to the Effective Time shall, as of

the Effective Time and without any further action, automatically be reclassified into the right to acquire one (1) share of New Common

Stock based on the Determined Ratio of shares of Old Common Stock to shares of New Common Stock, but otherwise upon the terms of such

right, option or warrant (except that the exercise or purchase price of such right, option or warrant shall be proportionately adjusted).

Notwithstanding

the immediately preceding paragraph, the Corporation shall not be required to issue or deliver any fractional shares of New Common Stock.

At the Effective Time any such fractional interest in such shares of New Common Stock shall be converted into the right to receive, an

amount in cash, without interest, determined by multiplying (i) the closing sale price of the Common Stock (on a post-reverse-split basis

as adjusted for the amendment effected hereby) on the trading day immediately prior to the Effective Time as reported on the Nasdaq Capital

Market, by (ii) such fractional share interest to which the holder would otherwise be entitled. Shares of Common Stock that were outstanding

prior to the Effective Time and that are not outstanding after the Effective Time shall resume the status of authorized but unissued

shares of Common Stock.

Each

stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective

Time, represent that number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate

shall have been reclassified (as well as the right to receive cash in lieu of any fractional shares of New Common Stock as set forth

above); provided, however, that each holder of record of a certificate that represented shares of Old Common Stock shall receive, upon

surrender of such certificate, a new certificate representing the number of whole shares of New Common Stock into which the shares of

Old Common Stock represented by such certificate shall have been reclassified, as well as any cash in lieu of fractional shares of New

Common Stock to which such holder may be entitled pursuant to the immediately preceding paragraph.

SECOND:

The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the

State of Delaware and has been duly approved by the stockholders of the Corporation.

THIRD: This Certificate

of Amendment shall be effective at 4:30 p.m. Eastern Time on August 12, 2026.

WITNESS WHEREOF, I have signed this Certificate this 12th day of August, 2026.

SIZE, INC.

By:

/s/

Ronen Luzon

Name:

Ronen

Luzon

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

MySize Announces Reverse Stock Split

AIRPORT

CITY, Israel, Aug. 10, 2026 /PRNewswire/ — MySize, Inc. (NASDAQ: MYSZ) (“MySize” or the “Company”), a fashion

technology company focused on AI-driven sizing solutions, omnichannel e-commerce, resale platforms and apparel distribution, announced

that its Board of Directors has approved a one-for-eight reverse stock split of its common stock that is scheduled to become effective

after trading closes on August 12, 2026. Beginning on August 13, 2026, the Company’s common stock will trade on the Nasdaq Capital

Market on a split adjusted basis under a new CUSIP number 62844N505. The Company’s common stock will continue to trade on the Nasdaq

Capital Market under the symbol “MYSZ.” As previously disclosed, at the My Size Special Meeting of Stockholders held on July

21, 2026, the Company’s stockholders approved a proposal authorizing the Company’s Board of Directors, among other things,

to effect one or more reverse stocks split at a ratio in the range of 1-for-2 and 1-for-30 in order to increase the per share price and

bid price of the Company’s common stock to regain compliance with the continued listing requirements of Nasdaq and make the common

stock more attractive to certain institutional investors, which would provide for a stronger investor base.

Upon

effectiveness of the reverse stock split, every eight shares of the Company’s outstanding common stock will be converted to one

share of common stock. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares

issuable upon the exercise of all outstanding options and warrants entitling the holders to purchase common stock.

fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional

share because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio.

Instead, each stockholder will be entitled to receive a cash payment in lieu of such fractional share. The cash payment to be paid will

be equal to the fraction of a share to which such stockholder would otherwise be entitled multiplied by the closing price per share as

reported by The Nasdaq Capital Market (as adjusted to give effect to the reverse stock split) on August 12, 2026. The number of authorized

shares of the Company’s common stock will not change, while the number of outstanding shares will be reduced from approximately

4.8 million to approximately 600 thousand.

Registered

stockholders holding their shares of common stock in book-entry or through a bank, broker or other nominee form do not need to take any

action in connection with the reverse stock split. For those stockholders holding physical stock certificates, the Company’s transfer

agent, VStock Transfer, LLC, will send instructions for exchanging those certificates for new certificates representing the post-split

number of shares. VStock Transfer, LLC can be reached at (212) 828-8436.

Additional

information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and

Exchange Commission on June 2, 2026, a copy of which is also available at www.sec.gov or at https://www.mysizeid.com/ under

the SEC Filings tab located on the Investor Relations page.

About

MySize, Inc.

MySize,

Inc. (NASDAQ: MYSZ) provides AI-driven sizing and commerce solutions designed to increase conversion, reduce returns, and support efficient

omnichannel retail operations worldwide. The Company’s portfolio includes proprietary technology platforms serving brands, retailers,

and consumers across global markets.

learn more about MySize, please visit our website: www.mysizeid.com.

routinely post information that may be important to investors in the Investor Relations section of our website. Follow us on Facebook,

LinkedIn, Instagram, and Twitter.

Cautionary

Statement Regarding Forward-Looking Statements

This

press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities

Litigation Reform Act of 1995, including statements related to the acquisition, expected revenues, and the expected closing of the acquisition.

These statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,”

“estimate,” “expect,” “may,” “continue,” “predict,” “potential,”

“project” and similar expressions that are intended to identify forward-looking statements. All forward-looking statements

speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although we

believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable,

we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve

significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ

materially from historical experience and present expectations or projections. Actual results may differ materially from those in the

forward-looking statements and the trading price for our common stock may fluctuate significantly. Forward-looking statements also are

affected by the risk factors described in the Company’s filings with the U.S. Securities and Exchange Commission. Except as required

by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information,

future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Investor

Contacts:

Oren Elmaliah, CFO

ir@mysizeid.com

Phone:

+972-3-573-6632

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