IPOs & Offerings

My Size Files to Register Resale Shares Tied to $10 Million Equity Facility

My Size, Inc. filed a preliminary Form S-1 on August 7, 2026, covering the potential resale of up to 26,019,229 common shares by Square Gate Capital Master Fund, LLC - Series 5. The filing is connected to a 36-month equity purchase facility

By Carter Hayes · August 10, 2026

Key takeaways

The registration statement covers up to 25,000,000 shares that My Size may issue under an equity line agreement, plus 269,229 issued commitment shares and up to 750,000 additional,
My Size could receive up to $10,000,000 in gross proceeds if it elects to sell shares to Square Gate under the agreement, subject to stated conditions and limitations.
The prospectus is preliminary and the resale cannot begin unless the SEC declares the registration statement effective.
The company disclosed 5,394,778 common shares outstanding as of August 6, 2026; the registered share total is substantially larger than that figure.

Registration filing outlines resale structure

My Size, Inc. submitted a Form S-1 registration statement to the U.S. Securities and Exchange Commission on August 7, 2026. The preliminary prospectus registers the potential resale, from time to time, of as many as 26,019,229 common shares by Square Gate Capital Master Fund, LLC - Series 5.

The filing is not a completed public offering by My Size. It states that the company is not selling securities through this prospectus and will not receive proceeds when Square Gate resells shares. The proposed resale remains contingent on the registration statement becoming effective.

The registered amount consists of up to 25,000,000 shares that may be issued under the equity line, 269,229 initial commitment shares already issued to the investor, and up to 750,000 additional commitment shares. The additional shares would be issued only if the closing price when the registration statement becomes effective is below $0.3706, which the filing identifies as the August 4, 2026 closing price.

Company holds discretion over equity-line sales

The arrangement stems from an equity purchase agreement dated August 5, 2026. Under that agreement, My Size has the right, subject to conditions and limits, to direct Square Gate to buy up to $10 million of its common stock during a 36-month term.

If My Size elects to make sales under the agreement, it expects to use proceeds for working capital and general corporate purposes. The company said the amount ultimately raised cannot yet be determined because it will depend on both the number of shares it chooses to sell and market prices at the time of those sales.

For businesses assessing capital-raising structures, the filing distinguishes between a committed equity facility and immediate cash proceeds. The company has disclosed a potential funding source, but access to the full stated amount depends on the agreement’s terms, market conditions, and the company’s decisions to issue shares.

Pricing and ownership caps shape available funding

For a regular purchase notice, Square Gate’s price would equal 96.5% of the lowest daily volume-weighted average price during the specified three-trading-day valuation period. A separate intraday notice mechanism uses the lowest traded price during its defined pricing period.

The agreement also limits each purchase notice based on a 4.99% beneficial-ownership threshold. In addition, aggregate issuances cannot exceed 19.99% of common shares outstanding when the agreement was signed unless stockholders approve additional issuance or the average price of applicable sales is at least $0.3706 per share.

My Size reported 5,394,778 common shares outstanding as of August 6, 2026. Assuming issuance of all shares registered under the agreement, the filing presents 31,144,778 shares outstanding immediately after the offering. Actual share issuance may be lower because it depends on the company’s use of the facility.

Nasdaq trading reference and stated dilution risk

My Size common stock trades on the Nasdaq Capital Market under MYSZ. The filing reported a last sale price of $0.36 per share on August 6, 2026.

The prospectus identifies potential dilution as a material consideration for existing holders if My Size issues shares to Square Gate. It also states that the investor may resell shares at prevailing market prices or negotiated prices, and that the company cannot determine in advance how many shares it will sell or the proceeds it could receive.

For corporate-finance planning, the filing illustrates how an equity line can provide flexibility while linking funding capacity to trading prices, registration availability, ownership restrictions, and the volume of shares issued. No share sales under the resale prospectus are permitted until SEC effectiveness.