My Size, Inc. Enters $10M Equity Purchase Agreement with Investor

What Happened
My Size, Inc. (MYSZ) announced on August 5, 2026 that it entered into an Equity Purchase Agreement with Square Gate Capital Master Fund, LLC - Series 5. Under the deal the company may, at its option, sell up to $10,000,000 of common stock to the investor over a 36‑month commitment period (through August 5, 2029). The company also signed a Registration Rights Agreement to file a Form S-1 within 30 days to register resale of the commitment-fee shares.

Key Details

• Maximum commitment: up to $10,000,000 in common stock purchases by Investor over 36 months (commitment period ends August 5, 2029).
• Per-transaction and aggregate limits: no more than 4.99% of outstanding shares may be issued in any issuance; overall Exchange Cap of 1,024,597 shares (19.99% of shares outstanding as of the execution date) unless stockholder approval is obtained or the Average Price of sales is ≥ $0.3706/share.
• Pricing: Regular Put purchases priced at 96.5% of the lowest daily VWAP during the Regular Valuation Period; Intraday Puts priced at 100% of the lowest traded price during the Intraday Valuation Period.
• Commitment fee: $100,000 paid on execution in the form of 269,229 shares (with a potential true‑up issuance if resale registration or Rule 144 eligibility later shows a lower reference price).
• Other provisions: company may suspend or terminate the agreement; limited standstill restrictions (including a 10‑trading‑day restriction after registration effectiveness and other temporary standstills after Put Notices) that may restrict new equity issuances; the investor agreed not to short or hedge the Company’s stock. Registration statement filing required within 30 days and the company must use commercially reasonable efforts to get it effective.

Why It Matters
This agreement creates an at‑the‑company’s‑option equity financing line that can provide flexible capital for working capital and general purposes without an immediate cash raise. However, any sales under the facility will dilute existing shareholders and could be at a discount to market (see pricing formulas). The Exchange Cap and standstill provisions may limit how many shares can be issued unless shareholder approval is obtained or market prices meet specified thresholds. Investors should watch for future Put Notices, actual share sales, and the company’s S-1 filing to understand timing, dilution and the net proceeds actually raised.