My Size Inc美股招股说明书(2026-08-12版)

Up to 3,252,404 Shares of Common StockConsisting ofUp to a Maximum of 3,125,000 Shares of Common Stock,33,654 Shares as Initial Commitment SharesandUp to 93,750 Shares as True-Up Commitment Shares This prospectus relates to the resale from time to time by Square Gate Capital Master Fund, LLC - Series 5, a Delaware limitedliability company (“Square Gate” or the “Investor”), of up to 3,252,404 shares of our common stock, par value $0.001 per share,consisting of (i) up to 3,125,000 shares of common stock (the “ELOC Shares”), that may be issued by us to the Investor pursuant tothe Equity Purchase Agreement, dated as of August 5, 2026, between our company and the Investor (the “ELOC PurchaseAgreement”), establishing a committed equity facility (the “Facility” or “Equity Line of Credit”), (ii) 33,654 shares of our commonstock that have been issued to the Investor pursuant to the ELOC Purchase Agreement, being the commitment shares for the Facility(the “Initial Commitment Shares”), and (iii) up to an additional 93,750 shares (the “True-Up Commitment Shares” and, together withthe Initial Commitment Shares, the “Commitment Shares”), which will be issued only if the closing price of our common stock on theday the registration statement to which this prospectus relates is declared effective by the SEC (the “True-Up Commitment ShareReference Price”) is below $2.9648, the closing price of our common stock on August 4, 2026, the trading day immediately precedingthe date the ELOC Purchase Agreement was executed (the “Initial Commitment Share Reference Price”). We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the ELOC Sharesby the Investor. However, we may receive up to $10,000,000 in aggregate gross proceeds from the Investor under the ELOC PurchaseAgreement in connection with sales of the ELOC Shares to the Investor pursuant to the ELOC Purchase Agreement after the date ofthis prospectus. See“The ELOC Transaction”for a description of the ELOC Purchase Agreement and the Facility and“SellingStockholder”for additional information regarding the Investor. The Investor may offer, sell or distribute all or a portion of the ELOC Shares hereby registered publicly or through privatetransactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with theregistration of the ELOC Shares. The Investor may be deemed an underwriter within the meaning of Section 2(11) of the SecuritiesAct of 1933, as amended (the “Securities Act”), and will pay or assume any discounts, commissions or concessions received by themexcept as set forth in the ELOC Purchase Agreement. Although the Investor is obligated to purchase our ELOC Shares under the termsof the ELOC Purchase Agreement to the extent we choose to sell such ELOC Shares to it (subject to certain conditions), there can beno assurances that the Investor will sell any or all of the ELOC Shares purchased under the ELOC Purchase Agreement pursuant tothis prospectus. See“Plan of Distribution.” This prospectus gives effect to a 1-for-8 reverse share split of our issued and outstanding shares of Common Stock (the “ReverseSplit”), which was effected on August 12, 2026, with a market place effective date of August 13, 2026. Except where otherwiseindicated, other than in the historical financial statements and related notes incorporated by reference into this prospectus, all share andper share data in this prospectus have been retroactively restated to reflect the Reverse Split. Our common stock is listed on the Nasdaq Capital Market under the symbol “MYSZ”. On August 11, 2026, the last reported saleprice of our common stock on the Nasdaq Capital Market was $3.048 per share. Investing in our securities involves a high degree of risk. You should read this prospectus as well as the informationincorporated herein and therein by reference carefully before you make your investment decision. See “Risk Factors”beginning on page 4 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is August 12, 2026. TABLE OF CONTENTS About this Prospectus1Prospectus Summary2Risk Factors4The ELOC Transaction7Special Note Regarding Forward-Looking Statements9Use of Proceeds10Selling Stockholder11Description of the Offered Securities12Plan of Distribution14Legal Matters15Experts15Where You Can Find More Information15Incorporation By Reference16 About This Prospectus This prospectus is part of a registration statement that we filed with the SEC. As permitted by the rules and regulations of theSEC, the registration statement filed by us includes additional information not contained in this prospectus. You may read theregistration statement and the other repo