Amended Annual Report (10-k/a)
February 03 2023 - 04:34PM
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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
+ |
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 3rd 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 |
|
|
|
|
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