Business Context and Reporting Period
My Size, Inc. (Nasdaq: MYSZ) filed a Form 8-K on September 8, 2025, reporting the completion of an acquisition. The Company, incorporated in Delaware with principal offices in Israel, acquired 100% of the share capital of ShoeSize.Me AG, a Swiss company (the "Target"), on the same date.
Key Financial Metrics and Transaction Details
The transaction consideration totaled $440,000, structured as follows:
- Cash Payment: $150,000 paid to sellers.
- Equity Consideration: 241,093 shares of My Size, Inc. common stock issued to sellers, valued at $290,000 based on the average closing price over the seven trading days preceding the closing date.
- Warrant Issuance: A warrant was issued to a key employee of the Target to purchase up to 28,000 shares with a tiered exercise price structure ranging from $2.00 to $6.00 per share.
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity metrics for the Company or the Target for the reporting period.
Material Changes and Agreements
Material changes include the addition of ShoeSize.Me AG as a wholly-owned subsidiary and the issuance of unregistered equity securities. Key contractual terms include:
- Voting Agreement: Major shareholders of the Target granted a proxy to the Company's board-designated representative to vote their shares. If the proxy holds 20% or more of voting power, they must vote excess shares in proportion to other stockholders to maintain control below 19.9%.
- Lock-Up Agreement: Major shareholders are subject to a six-month lock-up period.
- Non-Competition: Sellers agreed to customary non-competition and non-solicitation provisions.
Outlook, Risks, and Contingencies
The warrant issued to the Target's key employee is subject to vesting contingent on specific milestones:
- Service Milestone: 50% vests after 12 months of continuous service.
- Financial Milestone: Up to 25% vests based on the Target's gross revenue in the 12 months post-closing compared to the prior year. Full vesting requires revenue equal to or greater than 95% of the prior year; partial vesting (12.5%) occurs if revenue is between 80% and 95%.
- Integration Milestone: 25% vests upon full integration into Naiz Bespoke Technologies, S.L. by March 31, 2026.
The Company intends to file required financial statements of the acquired business and pro forma financial information within 71 days of the filing date.
Investor Verification Checklist
- Verify the pro forma financial impact of the acquisition once filed within the 71-day window.
- Confirm the dilution impact of the 241,093 shares issued and the potential 28,000 warrant shares.
- Monitor the Target's revenue performance against the 80% and 95% thresholds to determine warrant vesting.
- Review the full text of the Share Sale and Purchase Agreement (Exhibit 10.1) for omitted schedules and representations.