My Size Inc美股招股说明书(2025-01-21版)

My Size, Inc. Up to $4,100,000 of Common Stock We have entered into an At-the-Market Offering Agreement, or the Offering Agreement, dated January 21,2025, with H.C. Wainwright & Co., LLC, or the Sales Agent or Wainwright, as sales agent relating to the shares ofour common stock, par value $0.001 per share, offered by this prospectus supplement and the accompanyingprospectus. In accordance with the terms of the Offering Agreement, we may offer and sell shares of our commonstock having an aggregate offering price of up to $4,100,000 from time to time through Wainwright acting as oursales agent. Pursuant to this prospectus supplement, we may offer and sell shares of common stock having anaggregate offering price of up to $4,100,000. Sales of common stock, if any, under this prospectus supplement will be made by any method permittedthat is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Actof 1933, as amended, or the Securities Act, including sales made directly on or through the Nasdaq Capital Market,or any other existing trading market in the United States for common stock, sales made to or through a market makerother than on an exchange or otherwise, directly to Wainwright as principal, in negotiated transactions at marketprices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any other methodpermitted by law. Wainwright is not required to sell any specific number or dollar amount of securities but will actas a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, onmutually agreed terms between Wainwright and us. The common stock to which this prospectus supplement relateswill be sold through Wainwright on any given day. There is no arrangement for funds to be received in any escrow,trust or similar arrangement. Wainwright will be entitled to compensation at a commission rate equal to 3.0% of the gross sales price ofany shares of common stock sold under the Offering Agreement. In connection with the sale of the ADSs on ourbehalf, Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act, and thecompensation of Wainwright may be deemed to be underwriting commissions or discounts. We have also agreed toprovide indemnification and contribution to Wainwright with respect to certain liabilities, including liabilities underthe Securities Act. The offering of shares of common stock pursuant to this prospectus supplement will terminateupon the earlier of (i) the sale of all of the shares of common stock provided for in this prospectus supplement or (ii)termination of the Offering Agreement as permitted therein. See “Plan of Distribution” beginning on page S-11regarding the compensation to be paid to Wainwright. Our common stock is listed on the Nasdaq Capital Market under the symbol “MYSZ”. On January 17,2025, the last reported sale price of our common stock on the Nasdaq Capital Market was $2.85 per share. The aggregate market value of our outstanding common stock held by non-affiliates pursuant to GeneralInstruction I.B.6 of Form S-3 was approximately $12,640,395, which was calculated based on 2,040,159 shares ofcommon stock outstanding, as of January 17, 2025, of which 1,941,689 shares were held by non-affiliates, and aprice per share of $6.51 which was the closing sale price of our common stock on the Nasdaq Capital Market onDecember 27, 2024. We have not offered any securities pursuant to General Instruction I.B.6. of Form S-3 duringthe prior 12 calendar month period that ends on and includes the date hereof. Investing in our securities involves a high degree of risk. You should read this prospectus supplementand the accompanying prospectus as well as the information incorporated herein and therein by referencecarefully before you make your investment decision. See “Risk Factors” beginning on page S-6 of thisprospectus supplement and on page 2 of the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement.Any representation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is January 21, 2025 TABLE OF CONTENTSProspectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms ofthis offering and also adds to and updates information contained in the accompanying prospectus and the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus concerning My Size,Inc. The second part is the accompanying prospectus, dated December 29, 2023, including the documentsincorporated by reference therein, which provides more general information, some of which may not apply to thisoffering.