UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2021

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to _________

 

Commission file number 001-37370

 

MY SIZE, INC.

(Exact name of registrant as specified in charter)

 

Delaware		51-0394637
(State or jurisdiction of Incorporation or organization)		I.R.S Employer Identification No.

 

HaYarden 4, POB 1026, Airport City, Israel		7010000
(Address of principal executive offices)		(Zip code)

 

+972-3- 6009030

(Registrant’s telephone number, including area code)

 

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, par value $0.001 per share		MYSZ		The Nasdaq Capital Market

 

Securities registered pursuant to Section 12(g) of the Act: None.

 

Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

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

 

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Smaller Reporting Company	☒
			Emerging Growth Company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $22,979,000.

 

Number of shares of common stock outstanding as of January 27, 2023 was 1,626,117*.

 

*Gives effect to the 1-for-25 reverse stock split of the registrants issued and outstanding shares of common stock, par value $0.001 per share, which became effective on December 8, 2022.

 

Documents Incorporated by Reference: None.

 PCOAB :ID 1057

Somekh Chaikin

Tel Aviv, Israel

 

 

EXPLANATORY NOTE

 

On March 18, 2022, My Size, Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Original Form 10-K”). This Amendment No. 1 (the “Amendment”) amends the Original Form 10-K solely to revise the consent of our independent registered public accounting firm, Somekh Chaikin, member firm of KPMG International (“KPMG”) filed originally as Exhibit 23.1. The consent included in the Original Form 10-K inadvertently omitted the incorporation by reference into the Company’s Registration Statement on Form S-3 (File No. 333-222535). The revised consent by KPMG is filed hereto as Exhibit 23.1.

 

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Company is including in Item 19 of Part III with this Amendment the certifications required under the Sarbanes-Oxley Act of 2002.

 

Other than with respect to the foregoing, this Amendment speaks as of the filing date of the Original Form 10-K and, besides a 1-for-25 reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share, which became effective on December 8, 2022, does not reflect any other events occurring after the filing of the Original Form 10-K. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original Form 10-K. This Amendment does not otherwise update any other exhibits as originally filed.

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
23.1*		Consent of Somekh Chaikin, member firm of KPMG International, independent registered public accounting firm
31.1*		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Schema
101.CAL*		Inline XBRL Taxonomy Calculation Linkbase
101.DEF*		Inline XBRL Taxonomy Definition Linkbase
101.LAB*		Inline XBRL Taxonomy Label Linkbase
101.PRE*		Inline XBRL Taxonomy Presentation Linkbase
104		Cover Page Interactive Data File (formatted as Inline XBRL document and contained in Exhibit 101)

 

*	Filed herewith.

 

+	Indicates a management contract or any compensatory plan, contract or arrangement

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized on this 3^rd day of February, 2023.

 

	MY SIZE, INC.
	/s/ Ronen Luzon
	Ronen Luzon
	Chief Executive Officer
	(Principle Executive Officer)
	/s/ Or Kles
	Or Kles
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

 

Pursuant to the requirements of the Securities Act of 1934, this annual report on Form 10-K/A has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Ronen Luzon		Chief Executive Officer and Director		February 3, 2023
Ronen Luzon		(Principle Executive Officer)
/s/ Or Kles		Chief Financial Officer		February 3, 2023
Or Kles		(Principal Financial and Accounting Officer)
/s/ Oren Elmaliah		Director		February 3, 2023
Oren Elmaliah
/s/ Arik Kaufman		Director		February 3, 2023
Arik Kaufman
/s/ Oron Branitzky		Director		February 3, 2023
Oron Branitzky
/s/ Guy Zimmerman		Director		February 3, 2023
Guy Zimmerman