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xbrli:pure
U.
S. Securities and Exchange Commission
Washington,
D. C. 20549
FORM
10-Q
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended
March 31,
2023
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _________ to _________
Commission
File No.
001-37370
MY SIZE, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
51-0394637 |
(State
or other jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
Employer
I.D.
No.)
|
HaYarden 4,
POB 1026,
Airport City,
Israel,
7010000
(Address
of principal executive offices)
+972-3-600-9030
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, $0.001 par value per share |
|
MYSZ |
|
Nasdaq Capital Market |
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 such files).
Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions 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
in Rule 12b-2 of the Exchange Act) Yes ☐
No ☒
Indicate
the number of shares outstanding of each of the issuer’s classes of
common stock, as of the latest practicable date: as of May 1, 2023,
2,446,780 shares of common stock, par value $0.001 per share
were issued and outstanding.
MY
SIZE, INC.
INDEX
TO QUARTERLY REPORT ON FORM 10-Q
FOR
THE QUARTER ENDED MARCH 31, 2023
TABLE
OF CONTENTS
PART I
FINANCIAL
INFORMATION
Item
1. Financial Statements.
My
Size Inc. and Subsidiaries
Condensed
Consolidated
Interim
Financial
Statements
As
of March 31, 2023
(unaudited)
U.S.
Dollars in Thousands
MY
SIZE, INC. AND ITS SUBSIDIARIES
Condensed
Consolidated Interim Financial Statements as of March 31, 2023
(Unaudited)
Contents
MY
SIZE, INC. AND ITS SUBSIDIARIES
Condensed
Consolidated Interim Balance Sheets (Unaudited)
U.S.
dollars in thousands (except share data and per share
data)
(*) |
Adjusted to give retroactive effect of
1:25 reverse stock split, see Note 1 (b) |
The
accompanying notes are an integral part of the condensed
consolidated interim financial statements.
MY SIZE, INC. AND ITS SUBSIDIARIES
Condensed
Consolidated Interim Statements of Comprehensive Loss
(Unaudited)
U.S.
dollars in thousands (except share data and per share
data)
(*) |
During the three month ended March 31, 2023, the
Company recorded an inventory write-down of $643 due to the fire that
occurred in its warehouse (see Note 7(a)) |
(**) |
Adjusted
to give retroactive effect of 1:25 reverse stock split, see
Note 1(b) |
The
accompanying notes are an integral part of the interim condensed
consolidated financial statements
MY SIZE, INC. AND ITS SUBSIDIARIES
Condensed
Consolidated Interim Statements of Changes in Stockholders’ Equity
(Unaudited)
U.S.
dollars in thousands (except share data and per share
data)
(*) |
Represents an amount
less than $1 |
(**) |
See
Note 6(a). |
|
|
Common stock |
|
|
Additional paid-in |
|
|
Accumulated other comprehensive |
|
|
Accumulated |
|
|
Total stockholders’ |
|
|
|
Number |
|
|
Amount |
|
|
capital |
|
|
loss |
|
|
deficit |
|
|
equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2022 |
|
|
959,300 |
|
|
|
1 |
|
|
|
56,453 |
|
|
|
(406 |
) |
|
|
(45,191 |
) |
|
|
10,857 |
|
Stock-based compensation related to
options granted to employees and consultants |
|
|
- |
|
|
|
- |
|
|
|
114 |
|
|
|
- |
|
|
|
- |
|
|
|
114 |
|
Issuance of shares in Business Combination |
|
|
55,801 |
|
|
|
* |
|
|
|
457 |
|
|
|
- |
|
|
|
- |
|
|
|
457 |
|
Total
comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
58 |
|
|
|
(2,130 |
) |
|
|
(2,072 |
) |
Balance as of March 31, 2022 |
|
|
1,015,101 |
|
|
|
1 |
|
|
|
57,024 |
|
|
|
(348 |
) |
|
|
(47,321 |
) |
|
|
9,356 |
|
(*) |
Represents
an amount less than $1 |
|
|
Common stock |
|
|
Additional paid-in |
|
|
Accumulated other comprehensive |
|
|
Accumulated |
|
|
Total stockholders’ |
|
|
|
Number |
|
|
Amount |
|
|
capital |
|
|
loss |
|
|
deficit |
|
|
equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2021 |
|
|
959,300 |
|
|
|
1 |
|
|
|
56,453 |
|
|
|
(406 |
) |
|
|
(45,191 |
) |
|
|
10,857 |
|
Balance |
|
|
959,300 |
|
|
|
1 |
|
|
|
56,453 |
|
|
|
(406 |
) |
|
|
(45,191 |
) |
|
|
10,857 |
|
Stock-based compensation related to
options and restricted shares granted to employees and
consultants |
|
|
176,000 |
|
|
|
*- |
|
|
|
455 |
|
|
|
- |
|
|
|
- |
|
|
|
455 |
|
Issuance of shares in Business Combination
(*)
(**) |
|
|
295,802 |
|
|
|
*- |
|
|
|
1,446 |
|
|
|
- |
|
|
|
- |
|
|
|
1,446 |
|
Issuance of shares post Business Combination
(*)
(**) |
|
|
20,924 |
|
|
|
*- |
|
|
|
319 |
|
|
|
- |
|
|
|
- |
|
|
|
319 |
|
Effect of reverse stock split (Note 10
(b) |
|
|
12,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(231 |
) |
|
|
(8,310 |
) |
|
|
(8,541 |
) |
Balance as of December 31,
2022 |
|
|
1,464,117 |
|
|
|
1 |
|
|
|
58,673 |
|
|
|
(637 |
) |
|
|
(53,501 |
) |
|
|
4,536 |
|
Balance |
|
|
1,464,117 |
|
|
|
1 |
|
|
|
58,673 |
|
|
|
(637 |
) |
|
|
(53,501 |
) |
|
|
4,536 |
|
(*) |
Represents
an amount less than $1 |
The
accompanying notes are an integral part of the interim condensed
consolidated financial statements
MY
SIZE, INC. AND ITS SUBSIDIARIES
Condensed
Consolidated Interim Statements of Cash Flows
(Unaudited)
U.S.
dollars in thousands
(*) |
$6311 relates to change in
cash and cash equivalents and, $2 to change in restricted
cash. |
The
accompanying notes are an integral part of the interim condensed
consolidated financial statements.
MY
SIZE, INC. AND ITS SUBSIDIARIES
Notes
to Condensed Consolidated Interim Financial Statements
(Unaudited)
U.S.
dollars in thousands (except share data and per share
data)
Note
1 - General
|
a. |
My
Size, Inc. is developing unique measurement technologies based on
algorithms with applications in a variety of areas, from the
apparel e-commerce market to the courier services market and to the
Do It Yourself smartphone and tablet apps market. The technology is
driven by proprietary algorithms which are able to calculate and
record measurements in a variety of novel ways.
Following
the acquisition of Naizfit Bespoke Technologies, S.L (“Naizfit”) in
October 2022, the Company expanded its offering outreach and
customer base.
Following
the acquisition of Orgad International Marketing Ltd. (“Orgad”) in
February 2022, the Company also operates an omnichannel e-commerce
platform.
The
Company has five subsidiaries, My Size Israel 2014 Ltd (“My Size
Israel”), Topspin Medical (Israel) Ltd., and Orgad all of which are
incorporated in Israel, My Size LLC which was incorporated in the
Russian Federation, and Naiz Bespoke Technologies, S.L., a limited
liability company incorporated under the laws of Spain. References
to the Company include the subsidiaries unless the context
indicates otherwise.
|
|
|
|
|
b. |
During
the three-month period ended March 31, 2023, the Company has
incurred significant losses and negative cash flows from operations
and has an accumulated deficit of $56,155. The Company has financed
its operations mainly through fundraising from various
investors.
The
Company’s management expects that the Company will continue to
generate losses and negative cash flows from operations for the
foreseeable future. Based on the projected cash flows and cash
balances as of March 31, 2023, management is of the opinion that
its existing cash will be sufficient to fund operations for a
period less than 12 months. As a result, there is substantial doubt
about the Company’s ability to continue as a going
concern.
Management’s
plans include the continued commercialization of the Company’s
products and securing sufficient financing through the sale of
additional equity securities, debt or capital inflows from
strategic partnerships. Additional funds may not be available when
the Company needs them, on terms that are acceptable to it, or at
all. If the Company is unsuccessful in commercializing its products
and securing sufficient financing, it may need to cease
operations.
The
financial statements include no adjustments for measurement or
presentation of assets and liabilities, which may be required
should the Company fail to operate as a going concern.
|
Note
2 - Significant
Accounting Policies
|
a. |
Unaudited
condensed consolidated financial statements: |
|
|
|
|
|
The
accompanying unaudited condensed consolidated interim financial
statements included herein have been prepared by the Company in
accordance with the rules and regulations of the United States
Securities and Exchange Commission (“SEC”). The unaudited condensed
consolidated financial statements are comprised of the financial
statements of the Company. In management’s opinion, the interim
financial data presented includes all adjustments necessary for a
fair presentation. All intercompany accounts and transactions have
been eliminated. Certain information required by U.S. generally
accepted accounting principles (“GAAP”) has been condensed or
omitted in accordance with rules and regulations of the SEC.
Operating results for the three months ended March 31, 2023 are not
necessarily indicative of the results that may be expected for any
future period or for the year ending December 31, 2023. |
|
|
|
|
|
These
unaudited condensed consolidated financial statements should be
read in conjunction with the Company’s audited consolidated
financial statements and the notes thereto for the year ended
December 31, 2022.
|
|
b. |
Significant
Accounting Policies: |
|
|
|
|
|
The
significant accounting policies followed in the preparation of
these unaudited interim condensed consolidated financial statements
are identical to those applied in the preparation of the latest
annual financial statements. |
MY
SIZE, INC. AND ITS SUBSIDIARIES
Notes
to Condensed Consolidated Interim Financial Statements
(Unaudited)
U.S.
dollars in thousands (except share data and per share
data)
Note
3 - Financial
Instruments
The
carrying amounts of cash and cash equivalents, restricted cash,
accounts receivable, other receivables, trade payables and accounts
payable approximate their fair value due to the short-term
maturities of such instruments.
The
Company holds share certificates in iMine Corporation (“iMine”)
formerly known as Diamante Minerals, Inc., a publicly traded
company on the OTCQB.
Due
to sales restrictions on the sale of the iMine shares, the fair
value of the shares was measured on the basis of the quoted market
price for an otherwise identical unrestricted equity instrument of
the same issuer that trades in a public market, adjusted to reflect
the effect of the sales restrictions and is therefore, ranked as
Level 2 assets.
Schedule of Significant Assets and Liabilities
Measured at Fair Value on Recurring Basis
|
|
March 31, 2023 |
|
|
|
Fair value hierarchy |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in marketable securities
(*) |
|
|
- |
|
|
|
33 |
|
|
|
- |
|
MY
SIZE, INC. AND ITS SUBSIDIARIES
Notes
to Condensed Consolidated Interim Financial Statements
(Unaudited)
U.S.
dollars in thousands (except share data and per share
data)
Note
3 - Financial Instruments (Cont.)
|
|
December 31, 2022 |
|
|
|
Fair value hierarchy |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in marketable
securities (*) |
|
|
- |
|
|
|
47 |
|
|
|
- |
|
financial assets (**) |
|
|
|
|
|
|
10 |
|
|
|
|
|
(*) |
For
the three-month periods ended March 31, 2023 and 2022, the Company
recognized gain (loss) (based on quoted market prices with a
discount due to security restrictions on iMine shares) of the
marketable securities was ($14)
and $(14),
respectively. |
(**) |
The
financial asset includes in other receivables. |
|
|
December 31, 2022 |
|
|
|
Fair value hierarchy |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives |
|
|
- |
|
|
|
9 |
|
|
|
- |
|
Note
4 - Stock Based
Compensation
The
stock-based expense equity awards recognized in the financial
statements for services received is related to Cost of Revenues,
Research and Development, Sales and Marketing and General and
Administrative expenses as shown in the following table:
Schedule of Stock Based Compensation
Expenses
|
|
2023 |
|
|
2022 |
|
|
|
Three
months ended
March
31,
|
|
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
Stock-based compensation
expense – Cost of revenues |
|
|
9 |
|
|
|
21 |
|
Stock-based compensation expense -
Research and development |
|
|
23
|
|
|
|
12 |
|
Stock-based compensation expense -
Sales and marketing |
|
|
40
|
|
|
|
39 |
|
Stock-based
compensation expense - General and administrative |
|
|
64
|
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense |
|
|
136
|
|
|
|
114 |
|
MY
SIZE, INC. AND ITS SUBSIDIARIES
Notes
to Condensed Consolidated Interim Financial Statements
(Unaudited)
U.S.
dollars in thousands (except share data and per share
data)
Note
4 - Stock Based Compensation (Cont.)
Stock
Option Plan for Employees:
In
March 2017, the Company adopted the My Size, Inc. 2017 Equity
Incentive Plan (the “2017 Employee Plan”) pursuant to which the
Company’s Board of Directors may grant stock options to officers
and key employees. The total number of options which may be granted
to directors, officers, employees under this plan, is limited to
289,000 options. Stock
options can be granted with an exercise price equal to or less than
the stock’s fair market value at the date of grant.
On
December 7, 2022, the Company’s stockholders approved an increase
in the shares available for issuance under the 2017 Equity
Incentive Plan from 230,800 shares to
289,000
shares.
On
September 29, 2022, the Compensation Committee of the Company
approved grants of restricted share awards under the Company’s 2017
Equity Incentive Plan to Ronen Luzon (CEO), Or Kles (CFO), Billy
Pardo (COO), Ilia Turchinsky (CTO) and Ezequiel Javier Brandwain
(CCO), pursuant to which were issued 100,000 restricted
shares, 24,000 restricted
shares, 24,000 restricted
shares, 16,000 restricted
shares and 12,000 restricted
shares, respectively. Each restricted share awarded under section
102 Capital Gain Restricted Stock Award Agreement. The restricted shares
vest in three equal installments on January 1, 2023, January 1,
2024 and January 1, 2025 for Ronen Luzon, Or Kles, Billy Pardo and
Ilia Turchinsky and on January 27, 2023, January 27, 2024 and
January 27, 2025 for Ezequiel Javier Brandwain, conditioned upon
continuous employment with the Company, and subject to accelerated
vesting upon a change in control of the Company.
On
the same day, the Company granted five-year options to
purchase up to 10,000
ordinary shares to other employees of the Company at an exercise
price of $5.25 per share. The options
vest in over three years in three equal portions from the vesting
commencement date.
During
the three-month period ended March 31, 2023, the Company did not
grant any stock options under the 2017 Employee Plan, no options
were exercised and options to purchase 26,600 shares of common stock
expired.
The
total stock option compensation expense during the three-month
period ended March 31, 2023 and 2022 which was recorded was
$101 and $234,
respectively.
MY
SIZE, INC. AND ITS SUBSIDIARIES
Notes
to Condensed Consolidated Interim Financial Statements
(Unaudited)
U.S.
dollars in thousands (except share data and per share
data)
Note
5 - Contingencies and
Commitments
|
a. |
On
August 7, 2018, the Company commenced an action against North
Empire LLC (“North Empire”) in the Supreme Court of the State of
New York, County of New York for breach of a Securities Purchase
Agreement (the “Agreement”) in which it is seeking damages in an
amount to be determined at trial, but in no event less than
$616,000. On
August 2, 2018, North Empire filed a Summons with Notice against
the Company, also in the same Court, in which they allege damages
in an amount of $11.4 million
arising from an alleged breach of the Agreement. On September 6,
2018 North Empire filed a Notice of Discontinuance of the action it
had filed on August 2, 2018. On September 27, 2018, North Empire
filed an answer and asserted counterclaims in the action commenced
by the Company against them, alleging that the Company failed to
deliver stock certificates to North Empire causing damage to North
Empire in the amount of $10,958,589.
North Empire also filed a third-party complaint against the
Company’s CEO and now former Chairman of the Board asserting
similar claims against them in their individual capacities. On
October 17, 2018, the Company filed a reply to North Empire’s
counterclaims. On November 15, 2018, the Company’s CEO and now
former Chairman of the Board filed a motion to dismiss North
Empire’s third-party complaint. On January 6, 2020, the Court
granted the motion and dismissed the third-party complaint.
Discovery has been completed and both parties have filed motions
for summary judgment in connection with the claims and
counterclaims. On December 30, 2021, the Court denied both the
Company and North Empire’s motions for summary judgment, arguing
there were factual issues to be determined at trial. On January 26,
2022, the Company filed a notice of appeal of the summary judgment
decision. The appeal must be fully perfected and filed by July 26,
2022. On February 3, 2022, the Company filed a motion to reargue
the Court’s decision denying the Company’s motion for summary
judgment. North Empire will file its opposition papers on or before
March 31, 2022, and the Company will file reply papers on April 29,
2022. On or about September 12, 2022, the Court issued its Decision
and Order denying the Company’s motion to reargue. North Empire
filed its opposing brief on December 7, 2022. Both sides were given
an opportunity to file a reply brief. The Company filed our reply
brief on January 4, 2023 and North Empire filed its reply brief on
January 13, 2023. The Appellate Court has scheduled oral argument
for the appeal for February 7, 2023. Oral argument was held before
the Appellate Court on February 7, 2023. On or about February 28,
2023, the Appellate Court filed its Decision and Order, which
affirmed the lower court’s decisions regarding both the Company and
North Empire’s motions for summary judgment and sent the case back
to the Supreme Court.
On or
about March 13, 2023, the Supreme Court referred the case to its
Alternative Dispute Program and ordered the cases to mediate. A
date for the mediation has not yet been set. The Company intends to
vigorously defend any claims made by North Empire.
The
Company believes it is more likely than not that the counterclaims
will be denied.
|
MY
SIZE, INC. AND ITS SUBSIDIARIES
Notes
to Condensed Consolidated Interim Financial Statements
(Unaudited)
U.S.
dollars in thousands (except share data and per share
data)
Note
6 – Operating
Segments
As a
result of the business combination in the reporting period (see
Note 6), the Company has three reportable segments: (i) fashion and
equipment e-commerce platform, and (ii) SaaS based innovative
artificial intelligence driven measurement solutions and (iii) Naiz
SaaS based innovative artificial intelligence driven measurement
solutions and. The fashion and equipment e-commerce platform which
represent Orgad’s activity that was acquired by the Company, mainly
operates on Amazon. The SaaS based innovative artificial
intelligence driven measurement solutions, or SaaS Solutions
operating segment consists of My Size Inc and My Size Israel and My
Size LLC.
Information
related to the operations of the Company’s reportable operating
segments is set forth below:
Schedule of Reportable Operating
Segments
|
|
Fashion
and equipment e-commerce platform |
|
|
SaaS
Solutions
|
|
|
Naiz |
|
|
Total |
|
As of
the three month ended March 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
from external customers |
|
|
578 |
|
|
|
56 |
|
|
|
86 |
|
|
|
720 |
|
Operating
(loss) income |
|
|
(825 |
) |
|
|
(1,527 |
) |
|
|
(140 |
) |
|
|
(2,492 |
) |
|
|
Fashion
and equipment e-commerce platform |
|
|
Saas
Solution
|
|
|
Naiz |
|
As of
March 31, 2023: |
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
2,181 |
|
|
|
5,543 |
|
|
|
2,722 |
|
|
|
Fashion
and equipment e-commerce platform |
|
|
SaaS
Solutions
|
|
|
Naiz |
|
|
Total |
|
As of
the year ended December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
from external customers |
|
|
4,132 |
|
|
|
224 |
|
|
|
103 |
|
|
|
4,459 |
|
Operating
(loss) income |
|
|
(591 |
) |
|
|
(7,181 |
) |
|
|
(338 |
) |
|
|
(8,110 |
) |
|
|
Fashion
and equipment e-commerce platform |
|
|
Saas
Solution
|
|
|
Naiz |
|
As of
December 31, 2022: |
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
2,022 |
|
|
|
5,966 |
|
|
|
1,691 |
|
Note
7 – Significant events
during the reporting period
|
a. |
On
January 2, 2023, Orgad experienced a fire at its warehouse in
Israel. The Company is not aware of any casualties or injuries
associated with the fire. The Company shifted Orgad’s operation to
its headquarters. The value of the inventory that was in the
warehouse was approximately $640,000. The Company believes that
this incident did not affect the future sales results of Orgad for
the year of 2023. The inventory was not insured, the Company and
lessor signed an agreement to settle the issue in which the Company
paid to the lessor an amount of $50,000 to cover his
loss. |
|
|
|
|
b. |
On
January 10, 2023, the Company entered into a securities purchase
agreement pursuant to which the Company sold an aggregate of
162,000
of the Company’s shares of common stock and pre-funded warrants to
purchase up to 278,899 shares of common
stock and, in a concurrent private placement, unregistered warrants
to purchase up to 883,798 shares of common
stock, consisting of Series A warrants to purchase up to 441,899 shares of common
stock and Series B warrants to purchase up to 441,899 shares of common
stock, at an offering price of $3.055 per share of common
stock and associated Series A and Series B warrants and an offering
price of $3.054 per pre-funded
warrant and associated Series A and Series B warrants.
In
addition, the Company entered into a securities purchase agreement
pursuant to which the Company agreed to sell and issue in a private
placement an aggregate of up to 540,098 unregistered
pre-funded warrants and unregistered warrants to purchase up to an
aggregate of 1,080,196 shares of
common stock, consisting of Series A warrants to purchase up to
540,098 shares of common
stock and Series B warrants to purchase up to 540,098 shares of common
stock at an offering price of $3.054 per pre-funded
warrant and associated Series A and Series B warrants.
As of
March 31,2023, all the pre funded warrants were exercised by the
investor.
|
Note
8 – Subsequent
events
During
May 2023, the Company initiated a transfer of the support,
development and customer success operations to its recently
acquired Spanish entity, Naiz Fit, that is intended to improve
efficiency and lower costs between the Company’s operations in
Israel and Naiz Fit. As part of this, the Company reduced headcount
by 13 persons in Israel, including the termination of its Chief
Commercial Officer, Ezequiel Javier Brandwain.
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
The
following discussion and analysis provides information that we
believe to be relevant to an assessment and understanding of our
results of operations and financial condition for the periods
described. This discussion should be read together with our
condensed consolidated interim financial statements and the notes
to the financial statements, which are included in this Quarterly
Report on Form 10-Q. This information should also be read in
conjunction with the information contained in our Annual Report on
Form 10-K for the year ended December 31, 2022, filed with the
Securities and Exchange Commission on April 14, 2023, or the Annual
Report, including the consolidated annual financial statements as
of December 31, 2022 and their accompanying notes included
therein.
This
Quarterly Report on Form 10-Q contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, or the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended. Any statements in this
Quarterly Report on Form 10-Q about our expectations, beliefs,
plans, objectives, assumptions or future events or performance are
not historical facts and are forward-looking statements. These
statements are often, but not always, made through the use of words
or phrases such as “believe,” “will,” “expect,” “anticipate,”
“estimate,” “intend,” “plan” and “would.” For example, statements
concerning financial condition, possible or assumed future results
of operations, growth opportunities, industry ranking, plans and
objectives of management, markets for our common stock and future
management and organizational structure are all forward-looking
statements. Forward-looking statements are not guarantees of
performance. They involve known and unknown risks, uncertainties
and assumptions that may cause actual results, levels of activity,
performance or achievements to differ materially from any results,
levels of activity, performance or achievements expressed or
implied by any forward-looking statement.
Any
forward-looking statements are qualified in their entirety by
reference to the risk factors discussed throughout this Quarterly
Report on Form 10-Q. Some of the risks, uncertainties and
assumptions that could cause actual results to differ materially
from estimates or projections contained in the forward-looking
statements include but are not limited to:
|
● |
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; |
|
|
|
|
● |
risks
related to our ability to continue as a going
concern; |
|
|
|
|
● |
the
new and unproven nature of the measurement technology
markets; |
|
|
|
|
● |
our
ability to achieve customer adoption of our
products; |
|
|
|
|
● |
our
ability to realize the benefits of our acquisitions of Orgad and
Naiz; |
|
|
|
|
● |
our
dependence on assets we purchased from a related
party; |
|
|
|
|
● |
our
ability to enhance our brand and increase market
awareness; |
|
|
|
|
● |
our
ability to introduce new products and continually enhance our
product offerings; |
|
|
|
|
● |
the
success of our strategic relationships with third
parties; |
|
|
|
|
● |
information
technology system failures or breaches of our network
security; |
|
|
|
|
● |
competition
from competitors; |
|
|
|
|
● |
our
reliance on key members of our management team; |
|
|
|
|
● |
current
or future litigation; |
|
|
|
|
● |
current
or future unfavorable economic and market conditions and adverse
developments with respect to financial institutions and associated
liquidity risk; and |
|
|
|
|
● |
the
impact of the political and security situation in Israel on our
business. |
The
foregoing list sets forth some, but not all, of the factors that
could affect our ability to achieve results described in any
forward-looking statements. You should read this Quarterly Report
on Form 10-Q and the documents that we reference herein and have
filed as exhibits to the Quarterly Report on Form 10-Q completely
and with the understanding that our actual future results may be
materially different from what we expect. You should assume that
the information appearing in this Quarterly Report on Form 10-Q is
accurate as of the date hereof. Because the risk factors referred
to on page 18 of our Annual Report, could cause actual results or
outcomes to differ materially from those expressed in any
forward-looking statements made by us or on our behalf, you should
not place undue reliance on any forward-looking statements.
Further, any forward-looking statement speaks only as of the date
on which it is made, and we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the
occurrence of unanticipated events. New factors emerge from time to
time, and it is not possible for us to predict which factors will
arise. In addition, we cannot assess the impact of each factor on
our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those
contained in any forward-looking statements. We qualify all of the
information presented in this Quarterly Report on Form 10-Q, and
particularly our forward-looking statements, by these cautionary
statements.
Unless
the context otherwise requires, all references to “we,” “us,” “our”
or “the Company” in this Quarterly Report on Form 10-Q are to
MySize, Inc., a Delaware corporation, and its subsidiaries,
including MySize Israel 2014 Ltd. My Size LLC, Orgad International
Marketing Ltd., or Orgad, and Naiz Bespoke Technologies, S.L, or
Naiz, taken as a whole.
References
to “U.S. dollars” and “$” are to currency of the United States of
America, and references to “NIS” are to New Israeli Shekels. Unless
otherwise indicated, U.S. dollar translations of NIS amounts
presented in this Quarterly Report on Form 10-Q for three months
ended on March 31, 2023 are translated using the rate of NIS 3.615
to $1.00.
All
information in this Quarterly Report on Form 10-Q relating to
shares or price per share reflects the 1-for-25 reverse stock split
effected by us on December 8, 2022.
Overview
We
are an omnichannel e-commerce platform and provider of AI-driven
apparel sizing and digital experience solutions that drive revenue
growth and reduce costs for our business clients for online
shopping and physical stores.
Our
flagship innovative tech products, MySizeID, enables shoppers to
generate highly accurate measurements of their body to find the
accurate fitting apparel by using our application on their mobile
phone or through MySizeID Widget: a simple questionnaire which uses
a database collected over the years.
MySizeID
syncs the user’s measurement data to a sizing chart integrated
through a retailer’s (or a white labeled) mobile application, and
only presents items for purchase that match their measurements to
ensure a correct fit.
We
are positioning ourselves as a consolidator of sizing solutions and
new digital experience due to new developments for the fashion
industry needs. Our other product offerings include First Look
Smart Mirror for physical stores and Smart Catalog to empower brand
design teams, which are designed to increase end consumer
satisfaction, contributing to a sustainable world and reduce
operation costs.
Recent
Developments
Warehouse
Fire
On January 2, 2023, Orgad experienced a fire at its warehouse in
Israel. We are not aware of any casualties or injuries associated
with the fire. We shifted Orgad’s operation to its headquarters.
The value of the inventory that was in the warehouse was
approximately $640,000. We believe that this incident did not
affect the future sales results of Orgad for the year of 2023. The
inventory was not insured and we and the lessor signed an agreement
to settle the issue in which we paid to the lessor an amount of
$50,000 to cover his loss.
January
2023 Financing
On
January 10, 2023, we entered into a securities purchase agreement,
or the RD Purchase Agreement, pursuant to which we agreed to sell
and issue in the RD Offering an aggregate of 162,000 of our shares
of common stock, or the RD Shares, and pre-funded warrants, or the
Pre-funded Warrants, to purchase up to 279,899 shares of common
stock and, in a concurrent private placement, unregistered warrants
to purchase up to 883,798 shares of common stock, or the RD
Warrants, consisting of Series A warrants, or Series A Warrants, to
purchase up to 441,899 shares of common stock and Series B
warrants, or Series B Warrants, to purchase up to 441,899 shares of
common stock, at an offering price of $3.055 per RD Share and
associated Series A and Series B Warrants and an offering price of
$3.054 per Pre-funded Warrant and associated Series A and Series B
Warrants.
In
addition, we entered into a securities purchase agreement, or the
PIPE Purchase Agreement, and together with the RD Purchase
Agreement, the Purchase Agreements, pursuant to which we agreed to
sell and issue in the PIPE Offering an aggregate of up to 540,098
unregistered Pre-funded Warrants and unregistered warrants to
purchase up to an aggregate of 1,080,196 shares of common stock, or
the PIPE Warrants and together with the RD Warrants, the Warrants,
consisting of Series A Warrants to purchase up to 540,098 shares of
common stock and Series B Warrants to purchase up to 540,098 shares
of common stock at an offering price of $3.054 per Pre-funded
Warrant and associated Series A and Series B Warrants.
The
Pre-funded Warrants are immediately exercisable at an exercise
price of $0.001 per share and will not expire until exercised in
full. The Warrants are immediately exercisable upon issuance at an
exercise price of $2.805 per share, subject to adjustment as set
forth therein. The Series A Warrants have a term of five and
one-half years from the date of issuance and the Series B Warrants
have a term of 28 months from the date of issuance. The Warrants
may be exercised on a cashless basis if there is no effective
registration statement registering the shares underlying the
warrants.
In
connection with the PIPE Purchase Agreement, we entered into a
registration rights agreement, or the Registration Rights
Agreement. Pursuant to the Registration Rights Agreement, we are
required to file a resale registration statement, or the
Registration Statement, with the Securities and Exchange
Commission, or the SEC, to register for resale the shares issuable
upon exercise of the unregistered Pre-funded Warrants and the
Series A and Series B Warrants, within 20 days of the signing date
of the PIPE Purchase Agreement, or the Signing Date, and to have
such Registration Statement declared effective within 60 days after
the Signing Date in the event the Registration Statement is not
reviewed by the SEC, or 90 days of the Signing Date in the event
the Registration Statement is reviewed by the SEC. we will be
obligated to pay certain liquidated damages if we fail to maintain
the effectiveness of the Registration Statement.
The
Purchase Agreements and the Registration Rights Agreements also
contain representations, warranties, indemnification and other
provisions customary for transactions of this nature. In addition,
subject to limited exceptions, the Purchase Agreements provide that
for a period of one year following the closing of the Offerings, we
will not effect or enter into an agreement to effect a “variable
rate transaction” as defined in the Purchase Agreements.
Aggregate
gross proceeds to the Company in respect of the Offerings was
approximately $3.0 million, before deducting fees payable to the
placement agent and other offering expenses payable by the
Company.
We
also entered into a letter agreement, or the Engagement Agreement,
with H.C. Wainwright & Co., LLC, or Wainwright, pursuant to
which Wainwright agreed to serve as the exclusive placement agent
for the Company in connection with the Offerings. We paid
Wainwright a cash placement fee equal to 7% of the aggregate gross
proceeds raised in the Offerings, a management fee of 1% of the
aggregate gross proceeds raised in the Offerings, a non-accountable
expense allowance of $85,000 and clearing fees of $15,950.
Wainwright also received placement agent warrants, or the Placement
Agent Warrants, with substantially the same terms as the Series A
Warrants issued in the Offering in an amount equal to 7% of the
aggregate number of Shares and Pre-funded Warrants sold in the
Offerings, or 68,740 shares, at an exercise price of $3.8188 per
share and a term expiring on January 10, 2028.
Reduction
in Workforce to Increase Operational Efficiency
During
May 2023, we initiated a transfer of the support, development and
customer success operations to our recently acquired Spanish
entity, Naiz Fit, that is intended to improve efficiency and lower
costs between our operations in Israel and Naiz Fit. As part of
this, we reduced headcount by 13 persons in Israel, including the
termination of our Chief Commercial Officer, Ezequiel Javier
Brandwain.
Operations
in Russia
In addition to our Israel operations, we have operations in Russia
through our wholly owned subsidiary, My Size LLC. Specifically, we
undertake some of our sales and marketing using personnel located
in Russia. To date, mainly due to the invasion of Ukraine by Russia
and the ongoing sanctions, we scaled back and we expect to close
down our subsidiary operations in the near future.
Results
of Operations
The
table below provides our results of operations for the periods
indicated.
|
|
Three
months ended
March
31
|
|
|
|
2023 |
|
|
2022 |
|
|
|
(dollars in thousands) |
|
Revenues |
|
$ |
720 |
|
|
$ |
404 |
|
Cost of revenues |
|
|
(1,147 |
) |
|
|
(251 |
) |
Gross profit |
|
|
(427 |
) |
|
|
153 |
|
Research and development expenses |
|
|
(342 |
) |
|
|
(412 |
) |
Sales and marketing |
|
|
(679 |
) |
|
|
(959 |
) |
General and administrative |
|
|
(1,044 |
) |
|
|
(887 |
) |
Operating loss |
|
|
(2,492 |
) |
|
|
(2,105 |
) |
Financial expenses, net |
|
|
(146 |
) |
|
|
(83 |
) |
Equity accounted losses |
|
|
(34 |
) |
|
|
- |
|
Tax
income
|
|
|
18 |
|
|
|
- |
|
Net loss |
|
$ |
(2,654 |
) |
|
$ |
(2,188 |
) |
Three
Months Ended March 31, 2023 Compared to Three Months Ended March
31, 2022
Revenues
From
inception through December 31, 2018, we did not generate any
revenue from operations and we continue to expect to incur
additional losses to perform further research and development
activities. We started to generate revenues only in 2019. Our
revenues for the three months ended March 31, 2023 amounted to
$720,000 compared to $404,000 for the three months ended March 31,
2022. The increase from the corresponding period primarily
attributable to Orgad that was consolidated for 3 months as opposed
to 2 months in the corresponding period and revenue generated from
the Naiz. In addition, the increase from the corresponding period
results from an increase in revenues generated by My
Size.
Cost Of Revenues
Our cost of revenues expenses for the three months ended March 31,
2023 amounted to $1,147 compared to $251,000 for the three months
ended March 31, 2022. The increase in comparison with the
corresponding period was mainly due to an inventory mark-down of
$643,000 due to the fire that occurred in its warehouse during
January 2023.
Research and Development Expenses
Our research and development expenses for the three months ended
March 31, 2023 amounted to $342,000 compared to $412,000 for the
three months ended March 31, 2022. The decrease from the
corresponding period primarily resulted decrease in subcontractor
expenses.
Sales and Marketing Expenses
Our sales and marketing expenses for the three months ended March
31, 2023 amounted to $679,000 compared to $959,000 for the three
months ended March 31, 2022. The decrease primarily resulted from a
decrease in consultants expenses, Travel and marketing expenses
offset by an increase in Amazon fees.
General and Administrative Expenses
Our general and administrative expenses for the three months ended
March 31, 2023 amounted to $1,044,000 compared to $887,000 for the
three months ended March 31, 2022. The increase compared to the
corresponding period was mainly due to an increase in employee
salaries mainly due to the Orgad and Naiz acquisitions and an
increase in professional expenses.
Operating Loss
As a result of the foregoing, for the three months ended March 31,
2023, our operating loss was $2,492,000 an increase of $387,000 or
18.3%, compared to our operating loss for the three months ended
March 31, 2022 of $2,105,000.
Financial Income (Expenses), Net
Our financial expense, net for the three months ended March 31,
2023 amounted to $146,000 compared to financial expense of $83,000
for the three months ended March 31, 2022 The increase compared to
the corresponding period was mainly due to an increase in financial
expenses exchange rate differences.
Net Loss
As a result of the foregoing, our net loss for the three months
ended March 31, 2023 was $2,654,000, compared to net loss of
$2,188,000 for the three months ended March 31, 2022. The increase
in net loss was mainly due an increase in cost of sales and an
inventory mark-down of $643,000 due to the fire that occurred in
its warehouse during January 2023 and the reasons mentioned
above.
Liquidity
and Capital Resources
Since
our inception, we have funded our operations primarily through
public and private offerings of debt and equity in the State of
Israel and in the U.S.
As of
March 31, 2023, we had cash, cash equivalents, and restricted cash
of $2,676,000 compared to $2,363,000 of cash, cash equivalents and
restricted cash as of December 31, 2022. This increase primarily
resulted from a public and private offerings that we completed in
January 2023 offset by our operating activities, the acquisition of
Orgad and Naiz Fit, and resources that were deployed to grow of
both businesses.
Cash
used in operating activities amounted to $2,313,000 for the three
months ended March 31, 2023, compared to $2,579,000 for the three
months ended March 31, 2022. The decrease in cash used in operating
activity is derived mainly from a decrease in trade payables and
inventory offset by an increase in the net loss.
We did not have net cash used in investing activities for the three
months ended March 31, 2023, compared to cash used in investing
activities of $321,000 for the three months ended March 31,
2022.
Net cash provided by financing activities was $2,676,000 for the
three months ended March 31, 2023, compared to $7,000 for the three
months ended March 31, 2022. The cash flow from financing
activities for the three months ended March 31, 2023 resulted from
the public and private offering that occurred in January 2023.
We expect that we will continue to generate losses and negative
cash flows from operations for the foreseeable future. Based on the
projected cash flows and cash balances as of March 31, 2023, , we
believe our existing cash will not be sufficient to fund operations
for a period of more than 12 months. As a result, there is
substantial doubt about our ability to continue as a going concern.
We will need to raise additional capital, which may not be
available on reasonable terms or at all. Additional capital would
be used to accomplish the following:
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finance
our current operating expenses; |
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pursue
growth opportunities; |
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hire
and retain qualified management and key employees; |
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respond
to competitive pressures; |
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comply
with regulatory requirements; and |
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maintain
compliance with applicable laws. |
Current conditions in the capital markets are such that traditional
sources of capital may not be available to us when needed or may be
available only on unfavorable terms. Our ability to raise
additional capital, if needed, will depend on conditions in the
capital markets, economic conditions, the Russian invasion of
Ukraine, and a number of other factors, many of which are outside
our control, and on our financial performance. Accordingly, we
cannot assure you that we will be able to successfully raise
additional capital at all or on terms that are acceptable to us. If
we cannot raise additional capital when needed, it may have a
material adverse effect on our business, results of operations and
financial condition.
To
the extent that we raise additional capital through the sale of
equity or convertible debt securities, the issuance of such
securities could result in substantial dilution for our current
stockholders. The terms of any securities issued by us in future
capital transactions may be more favorable to new investors, and
may include preferences, superior voting rights and the issuance of
warrants or other derivative securities, which may have a further
dilutive effect on the holders of any of our securities
then-outstanding. We may issue additional shares of our common
stock or securities convertible into or exchangeable or exercisable
for our common stock in connection with hiring or retaining
personnel, option or warrant exercises, future acquisitions or
future placements of our securities for capital-raising or other
business purposes. The issuance of additional securities, whether
equity or debt, by us, or the possibility of such issuance, may
cause the market price of our common stock to decline and existing
stockholders may not agree with our financing plans or the terms of
such financings. In addition, we may incur substantial costs in
pursuing future capital financing, including investment banking
fees, legal fees, accounting fees, securities law compliance fees,
printing and distribution expenses and other costs. We may also be
required to recognize non-cash expenses in connection with certain
securities we issue, such as convertible notes and warrants, which
may adversely impact our financial condition. Furthermore, any
additional debt or equity financing that we may need may not be
available on terms favorable to us, or at all. If we are unable to
obtain such additional financing on a timely basis, we may have to
curtail our development activities and growth plans and/or be
forced to sell assets, perhaps on unfavorable terms, or we may have
to cease our operations, which would have a material adverse effect
on our business, results of operations and financial
condition.
We
have not entered into any transactions with unconsolidated entities
in which we have financial guarantees, subordinated retained
interests, derivative instruments or other contingent arrangements
that expose us to material continuing risks, contingent liabilities
or any other obligations under a variable interest in an
unconsolidated entity that provides us with financing, liquidity,
market risk or credit risk support.
Critical
Accounting Estimates
Our
management’s discussion and analysis of our financial condition and
results of operations is based on our financial statements, which
we have prepared in accordance with U.S. generally accepted
accounting principles issued by the Financial Accounting Standards
Board, or FASB. The preparation of these financial statements
requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements, as well as the reported expenses during the reporting
periods. Actual results may differ from these estimates under
different assumptions or conditions.
Our
significant accounting policies were revenue from contracts with
customers which are more fully described in the notes to our
financial statements included herein. We believe these accounting
policies discussed below are critical to our financial results and
to the understanding of our past and future performance, as these
policies relate to the more significant areas involving
management’s estimates and assumptions. We consider an accounting
estimate to be critical if: (1) it requires us to make assumptions
because information was not available at the time or it included
matters that were highly uncertain at the time we were making our
estimate; and (2) changes in the estimate could have a material
impact on our financial condition or results of
operations.
Item 3. Quantitative and Qualitative Disclosure About Market
Risk.
Not
required for a smaller reporting company.
Item 4. Controls and Procedures.
Disclosure
Controls and Procedures
We
maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our reports
under the Securities Exchange Act of 1934, as amended, or the
Exchange Act, and the rules and regulations thereunder, is
recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms and that such
information is accumulated and communicated to our management,
including our principal executive officer and principal financial
officer, as appropriate, to allow for timely decisions regarding
required disclosure. In designing and evaluating the disclosure
controls and procedures, management recognizes that any controls
and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control
objectives, and management is required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and
procedures.
As
required by Rule 13a-15(b) under the Exchange Act, our management,
under the supervision and with the participation of our principal
executive officer and principal financial officer, has evaluated
the effectiveness of the design and operation of our disclosure
controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act) as of March 31, 2023. Based
upon such evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and
procedures as of March 31, 2023 were effective.
Our
Chief Executive Officer and Chief Financial Officer do not expect
that our disclosure controls and procedures or our internal
controls will prevent all error or fraud. A control system, no
matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system
must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs.
Due to the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, have been
detected.
Changes
in Internal Controls
During
the most recent fiscal quarter, no change has occurred in our
internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Part
II – Other Information
Item 1. Legal Proceedings.
From
time to time, we may become involved in various lawsuits and legal
proceedings which arise in the ordinary course of business.
However, litigation is subject to inherent uncertainties, and an
adverse result in these or other matters may arise from time to
time that may harm our business.
North Empire LLC
On
August 7, 2018, we commenced an action against North Empire LLC, or
North Empire, in the Supreme Court of the State of New York, County
of New York for breach of a Securities Purchase Agreement or
Agreement in which we are seeking damages in an amount to be
determined at trial, but in no event less than $616,000. On August
2, 2018, North Empire filed a Summons with Notice against us, also
in the same Court, in which they allege damages in an amount of
$11.4 million arising from an alleged breach of the Agreement. On
September 6, 2018, North Empire filed a Notice of Discontinuance of
the action it had filed on August 2, 2018. On September 27, 2018,
North Empire filed an answer and asserted counterclaims in the
action commenced by us against them, alleging that we failed to
deliver stock certificates to North Empire causing damage to North
Empire in the amount of $10,958,589. North Empire also filed a
third-party complaint against our CEO and now former Chairman of
the Board asserting similar claims against them in their individual
capacities. On October 17, 2018, we filed a reply to North Empire’s
counterclaims. On November 15, 2018, our CEO and now former
Chairman of the Board filed a motion to dismiss North Empire’s
third-party complaint. On January 6, 2020, the Court granted the
motion and dismissed the third-party complaint. Discovery has been
completed and both parties have filed motions for summary judgment
in connection with the claims and counterclaims. On December 30,
2021, the Court denied both My Size and North Empire’s motions for
summary judgment, arguing there were factual issues to be
determined at trial. On January 26, 2022, the Company filed a
notice of appeal of the summary judgment decision. On February 3,
2022, the Company filed a motion to reargue the Court’s decision
denying the Company’s motion for summary judgment. On or about
September 12, 2022, the Court issued its Decision and Order denying
the Company’s motion to reargue. North Empire filed its opposing
brief on December 7, 2022. Both sides were given an opportunity to
file a reply brief. We filed our reply brief on January 4, 2023 and
North Empire filed its reply brief on January 13, 2023. Oral
argument was held before the Appellate Court on February 7, 2023.
On or about February 28, 2023, the Appellate Court filed its
Decision and Order, which affirmed the lower court’s decisions
regarding both My Size and North Empire’s motions for summary
judgment and sent the case back to the Supreme Court. On or about
March 13, 2023, the Supreme Court referred the case to its
Alternative Dispute Program and ordered the cases to mediate. A
date for the mediation has not yet been set. We intend to
vigorously defend any claims made by North Empire. We believe it is
more likely than not that the counterclaims will be
denied.
Item 1A. Risk Factors.
Not
required for a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not
applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
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, thereunto duly authorized.
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My
Size, Inc. |
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Date:
May 15, 2023 |
By: |
/s/
Ronen Luzon |
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Ronen
Luzon |
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Chief
Executive Officer
(Principal
Executive Officer)
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Date:
May 15, 2023 |
By: |
/s/
Or Kles |
|
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Or
Kles |
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Chief
Financial Officer
(Principal
Financial and Accounting Officer)
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