As
filed with the Securities and Exchange Commission on September 24, 2021
Registration
No. 333-257353
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Pre-Effective
Amendment No. 1
to
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
MY
SIZE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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51-0394637
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation or Organization)
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Identification Number)
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4
Hayarden 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
of all communications, including communications sent to agent for service, should be sent to:
Ron
Shuhatovich
Barnea
Jaffe Lande & Co.
Electra
City Tower
58
HaRakevet St.
Tel
Aviv 6777016, Israel
Tel:
+972-3-640-0600
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Gary
Emmanuel
McDermott
Will & Emery LLP
340
Madison Avenue
New
York, NY 10173
Tel:
(212) 547-5400
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Approximate
date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box: [ ]
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box: [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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 registration statement filed pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [ ]
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[X]
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Smaller
reporting company
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[X]
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Emerging
growth company
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[ ]
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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 to Section 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION
OF REGISTRATION FEE
Title of each class of securities to be registered
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Amount to be registered (1)
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Proposed maximum offering price per
share (2)
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Proposed maximum aggregate offering
price
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Amount of registration fee (3) (4)
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Common Stock, $0.001 par value per share
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2,500,000
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$
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1.28
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$
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3,200,700
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$
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349.12
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the Registrant is also registering hereunder an
indeterminate number of additional shares of common stock that shall be issuable pursuant to Rule 416 to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act and based upon the average
of the high and low sale prices of the Registrant’s shares of common stock on the Nasdaq Capital Market on June 23, 2021.
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(3)
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Calculated
in accordance with Rule 457(c) under the Securities Act.
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(4)
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Previously paid.
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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.
EXPLANATORY NOTE
My Size, Inc. is filing
this pre-effective amendment to the Registration Statement on Form S-3 (File No. 333-257353) in order to update the section entitled
“Information Incorporated by Reference” of the Registration Statement.
The
information in this prospectus is not complete and may be changed. The selling stockholder named in this prospectus may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and the selling stockholder named in this prospectus is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED SEPTEMBER 24, 2021
PROSPECTUS
2,500,000
Shares
My
Size, Inc.
Common
Stock
The
selling stockholder named in this prospectus, or the selling stockholder, may use this prospectus to offer and resell from time to time
up to 2,500,000 shares of our common stock, which are the shares of our common stock held by the selling stockholder.
The
selling stockholder was issued these shares pursuant to an Amendment to a Purchase Agreement, or the Amendment between us, My Size Israel
2014 Ltd., or My Size Israel, a wholly owned subsidiary of ours, and the selling stockholder, which made certain amendments to a Purchase
Agreement between the parties dated February 16, 2014, or the Purchase Agreement, which was entered into on May 26, 2021. We are registering
the offer and resale of these shares of our common stock to satisfy an obligation set forth in the Amendment, pursuant to which we agreed
to register the resale of these shares of our common stock within a limited period of time following the date of the Amendment.
We
will not receive any of the proceeds from the sale of our common stock by the selling stockholder.
The
selling stockholder, or its donees, pledgees, transferees or other successors-in-interest, may offer or resell the shares from time to
time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately
negotiated prices. The selling stockholder will bear all commissions and discounts, if any, attributable to the sale of shares. We will
bear all costs, expenses and fees in connection with the registration of the shares. For additional information on the methods of sale
that may be used by the selling stockholder, see “Plan of Distribution” beginning on page 6 of this prospectus.
Our
common stock is listed on the Nasdaq Capital Market under the symbol “MYSZ” and on the Tel Aviv Stock Exchange, or the TASE,
under the symbol “MYSZ”. On September 23, 2021, the last reported sale price of our common stock on the Nasdaq Capital
Market was $1.53 per share. On September 23, 2021, the last reported sale price of our shares of common stock on the TASE
was NIS 4.16 or $1.299 per share (based on the exchange rate reported by the Bank of Israel on the same day).
Investing
in our securities involves a high degree of risk. These risks are discussed in this prospectus under “Risk Factors” beginning
on page 4 and in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are incorporated by reference in
this prospectus and in any applicable prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2021
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC. As permitted by
the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus.
The
selling stockholder may resell, from time to time, in one or more offerings, the shares of our common stock offered by this prospectus.
Information about the selling stockholder may change over time. As permitted by the rules and regulations of the SEC, the registration
statement filed by us includes additional information not contained in this prospectus. You may read the registration statement and the
other reports we file with the SEC at the SEC’s website or its offices described below under the heading “Where You Can Find
More Information”.
You
should rely only on the information contained or incorporated by reference in this prospectus or any applicable prospectus supplement.
We have not, and the selling stockholder has not, authorized any other person to provide you with different or additional information.
If anyone provides you with different or additional information, you should not rely on it. This prospectus is not an offer to sell,
nor is the selling stockholder seeking an offer to buy, the shares offered by this prospectus in any jurisdiction where the offer or
sale is not permitted. No offers or sales of any of the shares of our common stock are to be made in any jurisdiction in which such an
offer or sale is not permitted. You should assume that the information contained in this prospectus or in any applicable prospectus supplement
is accurate only as of the date on the front cover thereof or the date of the document incorporated by reference, regardless of the time
of delivery of this prospectus or any applicable prospectus supplement or any sales of the shares of our common stock offered hereby
or thereby.
You
should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the documents
incorporated by reference into this prospectus or any prospectus supplement or any related issuer free writing prospectus, before making
an investment decision. Neither the delivery of this prospectus or any prospectus supplement or any issuer free writing prospectus nor
any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in
any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to the date hereof or of such prospectus
supplement or issuer free writing prospectus, as applicable. You should assume that the information appearing in this prospectus, any
prospectus supplement or any document incorporated by reference herein or therein is accurate only as of the date of the applicable documents,
regardless of the time of delivery of this prospectus or any sale of securities. Our business, financial condition, results of operations
and prospects may have changed since that date.
PROSPECTUS
SUMMARY
The
following summary highlights certain information contained elsewhere in or incorporated by reference into this prospectus. Because this
is only a summary, however, it does not contain all the information you should consider before investing in our securities and it is
qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere in or incorporated
by reference into this prospectus. Before you make an investment decision, you should read this entire prospectus carefully, including
the risks of investing in our securities discussed under the section of this prospectus entitled “Risk Factors” and similar
headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information
incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of
which this prospectus is a part.
Unless
the context otherwise requires, references to “we,” “our,” “us,” “My Size” or the “Company”
in this prospectus mean My Size, Inc. on a consolidated basis with its wholly-owned subsidiary, My Size (Israel) 2014 Ltd., as applicable.
Overview
We
are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple
verticals, including the e-commerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated
algorithms within our proprietary technology, we can calculate and record measurements in a variety of novel ways, and most importantly,
increase revenue for businesses across the globe.
Our
solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to
a smartphone, the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information
is then automatically sent to a cloud-based server where the dimensions are calculated through our proprietary algorithms, and the accurate
measurements (+ or - 2 centimeters) are then sent back to the user’s mobile device. We believe that the commercial applications
for this technology are significant in many areas.
Currently,
we are mainly focusing on the e-commerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY uses
markets.
While
we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize
revenue. This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may
take longer. Generally, first we integrate our product into a customer’s online platform, which is followed by piloting and implementation,
and, assuming we are successful, commercial roll-out, all of which takes time before we expect it to impact our financial results in
a meaningful way. While we have begun generating initial sales revenue, we do not expect to generate meaningful revenue during the upcoming
quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and our dependence on
the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may
be unable to successfully develop or market any of our current or proposed products or technologies, those products or technologies may
not generate any revenues, and any revenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.
Important
Information about COVID-19
In
late 2019, a novel strain of COVID-19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largely
concentrated in China, it has now spread to Israel and the United States, and infections have been reported globally. Many countries
around the world, including in Israel, have from time to time significant governmental measures implemented to control the spread of
the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations
on the conduct of business. These measures have resulted in work stoppages and other disruptions. We implemented remote working and work
place protocols for our employees in accordance with Israeli government requirements. In addition, while we have seen an increased demand
for MySizeID, the COVID-19 pandemic has had a particularly adverse impact on the retail industry and this has resulted in an adverse
impact on our marketing and sales activities. For example, we have three ongoing pilots with international retailers that have been halted,
we are unable to participate physically in industry conferences, our ability to meet with potential customers is limited, and in certain
instances sales processes have been delayed or cancelled. The extent to which COVID-19 continues to impact our operations will depend
on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the
outbreak, and the actions that may be required to contain COVID-19 or treat its impact.
Recent
Developments
Amendment
to Purchase Agreement
On
May 26, 2021, we, My Size Israel and Shoshana Zigdon entered into the Amendment, which made certain amendments to the Purchase Agreement.
Pursuant
to the Amendment, Ms. Zigdon agreed to irrevocably waive (i) the right to repurchase certain assets related to the collection of data
for measurement purposes that My Size Israel acquired from Ms. Zigdon under the Purchase Agreement and upon which our business is substantially
dependent, or the Assets, and (ii) all past, present and future rights in any of the intellectual property rights sold, transferred and
assigned to My Size Israel under the Purchase Agreement and any modifications, amendments or improvements made thereto, including, without
limitation, any compensation, reward or any rights to royalties or to receive any payment or other consideration whatsoever in connection
with such intellectual property rights, or the Waiver. In consideration of the Waiver, we issued 2,500,000 shares of common stock to
Ms. Zigdon, or the Shares.
Under
the Purchase Agreement prior to the Amendment, Ms. Zigdon had a right to repurchase the Assets until June 16, 2021 at the market price
of the Assets as determined by a third party independent valuation. In addition, under the Purchase Agreement prior to the Amendment,
Ms. Zigdon would have had a right to receive 18% of My Size Israel’s operating profit, directly or indirectly connected with the
Assets, together with VAT for a period of seven years from the end of the development period of My Size Israel’s measurement solution.
Under
the Amendment, we agreed that, as soon as practicable but in any event no later than June 24, 2021 it shall use commercially reasonable
efforts to file a registration statement on Form S-3 (or Form S-1 if Form S-3 is unavailable) providing for the resale by Ms. Zigdon
of the Shares, or the Registration Statement, and use our commercially reasonable efforts to cause such Registration Statement to become
effective by July 26, 2021.
In
the Amendment Ms. Zigdon agreed to a lock up of the Shares until November 1, 2021, and that following the effectiveness of the Registration
Statement and subject to compliance with applicable securities laws, Ms. Zigdon will be entitled to sell one-fourth of the Shares each
month beginning July 30, 2021.
Company
Information
We
were incorporated in the State of Delaware and commenced operations in September 1999 under the name Topspin Medical, Inc. In December
2013, we changed our name to Knowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to My Size, Inc. Our principal
executive offices are located at 4 Hayarden, pob 1026, Airport City, Israel 7010000, and our telephone number is +972-3-600-9030. Our
website address is www.MySizeID.com. The information on our website is not part of this prospectus. We have included our website address
as a factual reference and do not intend it to be an active link to our website.
THE
OFFERING
Securities
offered by the selling stockholder
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Up
to 2,500,000 shares of our common stock, par value $0.001 per share that have been issued
to the selling stockholder pursuant to the Amendment.
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Selling
Stockholder
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All
of the shares of our common stock are being offered by the selling stockholder. See “Selling
Stockholder” on page 5 of this prospectus for more information on the selling stockholder.
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Use
of Proceeds
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We
will not receive any proceeds from the sale of the shares in this offering. See “Use
of Proceeds” beginning on page 5 of this prospectus for additional information.
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Registration
Rights
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Under
the terms of the Amendment, we have agreed to file the registration statement of which this
prospectus forms a part in order to register the resale by the selling stockholder of the
shares of our common stock offered hereby. See “Selling Stockholder” on page
5 of this prospectus for additional information.
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Plan
of Distribution
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The
selling stockholder, or its pledgees, donees, transferees, distributees, beneficiaries or
other successors-in-interest, may offer or sell the shares of our common stock offered under
this prospectus from time to time through public or private transactions at our prevailing
market prices, at prices related to prevailing market prices or at privately negotiated prices.
The selling stockholder may also resell the shares of our common stock offered under this
prospectus to or through underwriters, broker-dealers or agents, who may receive compensation
in the form of discounts, concessions or commissions. See “Plan of Distribution”
beginning on page 6 of this prospectus for additional information on the methods of sale
that may be used by the selling stockholder.
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Risk
Factors
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Investing
in our common stock involves a high degree of risk. You should carefully read and consider
the information beginning on page 4 of this prospectus set forth under the heading “Risk
Factors” and all other information set forth in this prospectus and the documents incorporated
herein and therein by reference before deciding to invest in our common stock.
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Listings
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Our
common stock is listed on the Nasdaq Capital Market under the symbol “MYSZ” and on the Tel Aviv Stock Exchange, or the
TASE, under the symbol “MYSZ”.
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RISK
FACTORS
An
investment in our securities involves certain risks. Before investing in our securities, you should carefully consider the risk set forth
below, as well as the risks described in our most recent Annual Report on Form 10-K, any updates to those risks in our Quarterly Reports
on Form 10-Q or Current Reports on Form 8-K, together with all of the other information appearing in this prospectus or incorporated
by reference into this prospectus. The risks so described are not the only risks facing our company. Additional risks not presently known
to us or that we currently deem immaterial may also impair our business operations. Any of these risks could materially and adversely
affect our business, financial condition, results of operations and cash flows and could result in a loss of all or part of your investment.
In any case, the value of the securities offered by means of this prospectus could decline due to any of these risks, and you may lose
all or part of your investment.
The
sale of a substantial number of shares of our common stock in the public market, including resale of the shares issued to the selling
stockholder, could adversely affect the prevailing market price for our common stock.
We
are registering for resale 2,500,000 shares of our common stock that we have issued to the selling stockholder pursuant to the Amendment.
Sales of substantial amounts of shares of our common stock in the public market, or the perception that such sales might occur, could
adversely affect the market price of our common stock, and the market value of our other securities. We cannot predict if and when the
selling stockholder may sell such shares in the public markets. Furthermore, in the future, we may issue additional shares of our common
stock or other equity or debt securities exercisable for, or convertible into, shares of our common stock. Any such issuances could result
in substantial dilution to our existing stockholders and could cause our stock price to decline.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the information incorporated by reference in this prospectus contain “forward-looking statements,” which include
information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation.
Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,”
“continue,” “expects,” “anticipates,” “future,” “intends,” “plans,”
“believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking
statements. Forward-looking statements should not be read as a guarantee of future performance or results and will probably not be accurate
indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those
statements are made or our management’s good faith belief as of that time with respect to future events, and are subject to risks
and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking
statements. Important factors that could cause such differences include, but are not limited to:
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our
history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable
terms, or at all;
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risks
related to our ability to continue as a going concern;
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risks
related to the COVID-19 pandemic;
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the
new and unproven nature of the measurement technology markets;
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our
ability to achieve customer adoption of our products;
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our
dependence on assets we purchased from a related party and the risk that such assets be repurchased;
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our
ability to enhance our brand and increase market awareness;
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our
ability to introduce new products and continually enhance our product offerings;
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the
success of our strategic relationships with third parties;
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information
technology system failures or breaches of our network security;
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competition
from competitors;
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our
reliance on key members of our management team;
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current
or future litigation; and
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the
impact of the political and security situation in Israel on our business.
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USE
OF PROCEEDS
We
will not receive any proceeds from the sale of shares of our common stock by the selling stockholder.
SELLING
STOCKHOLDER
The
following table sets forth the number and percentage of shares of our common stock beneficially owned by the selling stockholder as of
June 24, 2021, taking into account number of shares that may be offered under this prospectus and the number and percentage of our common
stock beneficially owned by the selling stockholder assuming all of the shares offered under this prospectus are sold. Beneficial ownership
is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares of our common stock.
Generally, a person “beneficially owns” shares of our common stock if the person has or shares with others the right to vote
those shares or to dispose of them, or if the person has the right to acquire voting or disposition rights within 60 days.
All
information contained in the table below and the footnotes thereto is based upon information provided to us by the selling stockholder.
The information in the table below and the footnotes thereto regarding shares of our common stock to be beneficially owned after the
offering under this prospectus assumes the sale of all shares of our common stock being offered by the selling stockholder under this
prospectus. The percentage of shares of our common stock owned prior to and after the offering under this prospectus is based on 15,038,327
shares of our common stock outstanding as of June 24, 2021. Unless otherwise indicated in the footnotes to this table, we believe that
the selling stockholder has sole voting and investment power with respect to the shares of our common stock indicated as beneficially
owned.
Except
for the transaction described in Prospectus Summary--Amendment to Purchase Agreement, neither the selling stockholder nor any of its
affiliates, officers, directors or principal equity holders have held any position or office or had any other material relationship with
us or our affiliates within the past three years.
As
used in this prospectus, the term “selling stockholder” includes the selling stockholder named below and any donees, pledgees,
transferees or other successors-in-interest selling shares of our common stock received after the date of this prospectus from the selling
stockholder as a gift, pledge, or other non-sale related transfer.
The
number of shares in the column “Maximum Number of Shares Offered” represents all of the shares of our common stock that the
selling stockholder may offer under this prospectus. The fourth column assumes the sale of all the shares of our common stock offered
by the selling stockholder under this prospectus and that the selling stockholder does not acquire any additional shares of our common
stock before the completion of the offering under this prospectus. However, because the selling stockholder may sell all or some of the
shares offered under this prospectus from time to time, or in another permitted manner, we cannot assure you as to the actual number
of shares of our common stock that will be sold by the selling stockholder or that will be held by the selling stockholder after completion
of any sales. The selling stockholder may sell some, all or none of the shares of our common stock offered under this prospectus. We
do not know how long the selling stockholder will hold the shares of our common stock offered under this prospectus before selling them,
and we currently have no agreements, arrangements or understandings with the selling stockholder regarding the sale of any of the shares
of our common stock.
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Ownership Before
Offering
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Ownership After
Offering
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Selling Shareholder
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Number of shares of common stock
beneficially owned
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Percentage
of
common stock
beneficially owned
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Maximum number of
shares of common
stock offered
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Number of shares of common stock
beneficially owned
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Percentage of common stock beneficially
owned
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Shoshana Zigdon
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2,500,001
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16.6
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%
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2,500,000
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1
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*
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PLAN
OF DISTRIBUTION
The
selling stockholder, including its pledgees, donees, transferees, distributees, beneficiaries or other successors in interest, may from
time to time offer some or all of the shares of our common stock offered under this prospectus. We will not receive any of the proceeds
from the sale of the shares of our common stock offered under this prospectus by the selling stockholder. We will bear all fees and expenses
incident to our obligation to register the shares of our common stock offered under this prospectus
The
selling stockholder may sell all or a portion of the shares of our common stock beneficially owned by it and offered hereby from time
to time directly or through one or more underwriters, broker-dealers or agents. If the shares of our common stock are sold through underwriters
or broker-dealers, the selling stockholder will be responsible for underwriting discounts or commissions or agent’s commissions.
The shares of our common stock may be sold on any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the
over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying
prices determined at the time of sale, or at privately negotiated prices. These sales may be effected in transactions, which may involve
crosses or block transactions.
The
selling stockholder may use any one or more of the following methods when disposing of shares of our common stock or interests therein:
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●
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ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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●
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block
trades in which the broker-dealer will attempt to sell shares of our common stock as agent, but may position and resell a portion
of the block as principal to facilitate the transaction;
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●
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purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
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●
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an
over-the-counter distribution;
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●
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an
exchange distribution in accordance with the rules of the applicable exchange;
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●
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privately
negotiated transactions;
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●
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short
sales effected after the effective date of the registration statement of which this prospectus forms a part;
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●
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through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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●
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broker-dealers
may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;
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●
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a
combination of any such methods of sale; or
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●
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any
other method permitted pursuant to applicable law.
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The
selling stockholder may, from time to time, pledge or grant a security interest in some or all of the shares of our common stock owned
by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares
of our common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act amending the list of the selling stockholder to include the pledgee, transferee, or other
successors in interest as selling stockholder under this prospectus. The selling stockholder also may transfer the shares of our common
stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus.
In
connection with the sale of shares of our common stock or interests therein, the selling stockholder may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of shares of our common stock in the course
of hedging the positions it assumes. The selling stockholder may also sell shares of our common stock short and deliver these securities
to close out its short positions, or loan or pledge the shares of our common stock to broker-dealers that in turn may sell these securities.
The selling stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares of our
common stock offered under this prospectus, which shares of our common stock such broker-dealer or other financial institution may resell
pursuant to this prospectus (as supplemented or amended to reflect such transaction).
Broker-dealers
engaged by the selling stockholder may arrange for other broker-dealers to participate in sales. If the selling stockholder effects certain
transactions by selling shares of our common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers
or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholder or commissions from
purchasers of the shares of our common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will
be in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction will
not be in excess of a customary brokerage commission in compliance with applicable rules of the Financial Industry Regulatory Authority,
Inc., or FINRA; and in the case of a principal transaction a markup or markdown in compliance with applicable FINRA rules.
The
aggregate proceeds to the selling stockholder from the sale of the shares of our common stock offered under this prospectus will be the
purchase price of the shares of common stock less discounts or commissions, if any. The selling stockholder reserves the right to accept
and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of shares of our common stock
to be made directly or through agents. We will not receive any of the proceeds from the offering under this prospectus.
The
selling stockholder also may resell all or a portion of the shares of our common stock offered under this prospectus in open market transactions
in reliance upon Rule 144 under the Securities Act, provided that it meets the criteria and conforms to the requirements of that rule.
The
selling stockholder and any underwriters, broker-dealers or agents that participate in the sale of the shares of our common stock or
interests therein may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts,
commissions, concessions or profit they earn on any resale of the shares of our common stock may be underwriting discounts and commissions
under the Securities Act. The selling stockholder is subject to the prospectus delivery requirements of the Securities Act.
To
the extent required pursuant to Rule 424(b) under the Securities Act, the shares of our common stock to be sold, the name of the selling
stockholder, the purchase price and public offering price, the names of any agents, dealer or underwriter, and any applicable commissions
or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.
In
order to comply with the securities laws of some states, if applicable, the shares of our common stock may be sold in these jurisdictions
only through registered or licensed brokers or dealers. In addition, in some states the shares of our common stock may not be sold unless
the shares been registered or qualified for sale or an exemption from registration or qualification requirements is available and is
complied with.
The
selling stockholder and any other person participating in a sale of shares of our common stock registered under this prospectus will
be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations
thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of
purchases and sales of any of the shares of our common stock by the selling stockholder and any other participating person. All of the
foregoing may affect the marketability of the shares of our common stock and the ability of any person or entity to engage in market-making
activities with respect to the shares of our common stock. In addition, we will make copies of this prospectus (as it may be supplemented
or amended from time to time) available to the selling stockholder for the purpose of satisfying the prospectus delivery requirements
of the Securities Act. The selling stockholder may indemnify any broker-dealer that participates in transactions involving the sale of
the shares of our common stock against certain liabilities, including liabilities arising under the Securities Act
LEGAL
MATTERS
The
validity of the securities offered by this prospectus will be passed upon by McDermott Will & Emery LLP, New York, New York.
EXPERTS
The
consolidated financial statements of My Size, Inc. as of December 31, 2020 and 2019 and for each of the years in the two-year period
ended December 31, 2020 have been incorporated by reference herein in reliance upon the report of Somekh Chaikin, a Member firm of KPMG
International, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the informational requirements of the Exchange Act and in accordance therewith file annual, quarterly and current reports,
proxy statements and other information with the SEC. Such reports, proxy statements and other information can be read and copied at the
SEC’s public reference facilities at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-800-732-0330
for further information on the operation of the public reference facilities. In addition, the SEC maintains a website that contains reports,
proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the
SEC’s website is www.sec.gov.
We
make available free of charge on or through our website at www.MySizeID.com, our Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the SEC.
We
have filed with the SEC a registration statement under the Securities Act, relating to the securities offered under this prospectus.
The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This
prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration
statement, at prescribed rates, from the SEC at the address listed above, or for free at www.sec.gov. The registration statement and
the documents referred to below under “Incorporation of Certain Information by Reference” are also available on our website,
www.MySizeID.com.
We
have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of
this prospectus.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we have filed with it, which means that we can disclose important
information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus,
and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference
the documents listed below and any future documents (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) we
file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior
to the termination of the offering:
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●
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Our
Annual Report on Form
10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 29, 2021;
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●
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Our
Quarterly Reports on Form
10-Q for the quarter ended March 31, 2021, filed with the SEC on May 14, 2021, and for the quarter ended June 30, 2021, filed
with the SEC on August 16, 2021;
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●
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Our
Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying
such reports that relate to such items), filed with the SEC on the following dates: January
7, 2021, March
25, 2021, May
7, 2021 and May
27, 2021;
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●
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Any other filings we make pursuant to the Exchange Act
after the date of filing the initial registration statement and prior to effectiveness of the registration statement; and
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●
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The description of our common stock, which
is contained in the registration statement on Form
8-A, filed with the SEC on June 14, 2016, as supplemented by Exhibit 4.4 to our Annual Report on Form
10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 19, 2020, and as may be further updated or
amended in any amendment or report filed for such purpose.
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Notwithstanding
the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, is
not incorporated by reference in this prospectus.
The
information about us contained in this prospectus should be read together with the information in the documents incorporated by reference.
You may request a copy of any or all of these filings, at no cost, by writing or telephoning us at: Or Kles, Chief Financial Officer,
Hayarden 4, Airport City, Israel 701000, telephone number 972-3-600-9030.
2,500,000
Shares
My
Size, Inc.
COMMON
STOCK
PROSPECTUS
,
2021
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
fees and expenses payable by us in connection with this registration statement are estimated as follows:
SEC Registration Fee
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$
|
349.12
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Accounting Fees and Expenses
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$
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5,000
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|
Legal Fees and Expenses
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$
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10,000
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Printing Fees and Expenses
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$
|
1,000
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Miscellaneous Fees and Expenses
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$
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1,500
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Total
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$
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17,849.12
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|
Item
15. Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees
and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with
various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or in the right
of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to
believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only
extends to expenses including attorneys’ fees incurred in connection with the defense or settlement of such actions, and the statute
requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the
corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate
of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.
Our
Certificate of Incorporation and Bylaws provide that we will indemnify and hold harmless, to the fullest extent permitted by Section
145 of the Delaware General Corporation Law, as amended from time to time, each person that such section grants us the power to indemnify.
The
Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for:
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any
breach of the director’s duty of loyalty to the corporation or its stockholders;
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●
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acts
or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
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●
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payments
of unlawful dividends or unlawful stock repurchases or redemptions; or
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●
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any
transaction from which the director derived an improper personal benefit.
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Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, offices or controlling persons of
ours, pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer
or controlling person of ours in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered hereunder, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item
16. Exhibits and Financial Statement Schedules.
*
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Filed
herewith
|
**
|
Previously
filed
|
Item
17. Undertakings
(a)
|
The
undersigned Registrant hereby undertakes:
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(1)
|
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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i.
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To
include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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ii.
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To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement;
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iii.
|
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
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provided,
however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in reports with or furnished to the Securities
and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement
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(2)
|
That
for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
|
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(4)
|
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(i)
|
If
the registrant is relying on Rule 430B:
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(A)
|
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part
of the registration statement as of the date the filed prospectus was deemed part of and
included in the registration statement; and
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(B)
|
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of
a registration statement in reliance on Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by
Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. Provided, however, that
No statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective
date.
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(ii)
|
If
the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as
part of a registration statement relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that No statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale
prior to such first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document
immediately prior to such date of first use.
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|
(5)
|
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities,
the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration
statement, regardless of the method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
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(i)
|
Any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule
424;
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(ii)
|
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by
the undersigned Registrant;
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(iii)
|
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and
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(iv)
|
Any
other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
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(b)
|
The
undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(c)
|
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the Registrant has been advised that
in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Airport City, State of Israel on this September 24, 2021.
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MY
SIZE, INC.
|
|
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|
|
By:
|
/s/
Ronen Luzon
|
|
Name:
|
Ronen
Luzon
|
|
Title:
|
Chief
Executive Officer
|
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTED, that each director and officer of My Size, Inc. whose signature appears below hereby appoints Ronen Luzon
and Or Kles, and each of them severally, his or her true and lawful attorneys-in-fact and agents with full powers of substitution, for
him and in his name, place and stead, in any and all capacities, to sign any and all supplements amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys- in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Ronen Luzon
|
|
Chief
Executive Officer and Director
|
|
September 24, 2021
|
Ronen
Luzon
|
|
(principal
executive officer)
|
|
|
|
|
|
|
|
/s/
Or Kles
|
|
Chief
Financial Officer
|
|
September
24, 2021
|
Or
Kles
|
|
(principal
financial officer and principal accounting officer)
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
September
24, 2021
|
Arik
Kaufman
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
September
24, 2021
|
Oren
Elmaliah
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
September
24, 2021
|
Oron
Branitzky
|
|
|
|
|
|
|
|
|
|
/s/ Guy Zimmerman
|
|
Director
|
|
September
24, 2021
|
Guy Zimmerman
|
|
|
|
|
By:
|
/s/ Or Kles
|
|
|
Or Kles
|
|
|
Attorney-in-fact
|
|
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