My Size, Inc. Announces $2.5M Private Warrant Offering (MYSZ)

What Happened
My Size, Inc. filed an 8-K on September 16, 2026 reporting that on September 15, 2026 it entered a securities purchase agreement to sell up to 1,308,901 pre-funded warrants and accompanying Series C and Series D warrants in a private placement at an offering price of $1.91 per pre-funded warrant plus associated Series Warrants. The deal is expected to bring aggregate gross proceeds of approximately $2.5 million before fees and is expected to close on or about September 16, 2026, subject to customary closing conditions. The company also entered a registration rights agreement requiring a resale registration statement to be filed within 15 days of the signing date and declared effective within specified windows (45 or 75 days depending on SEC review). H.C. Wainwright & Co., LLC will serve as exclusive placement agent.

Key Details

• Amount & structure: up to 1,308,901 pre-funded warrants and Series C and Series D warrants; offering price $1.91 per pre-funded warrant and associated Series Warrants; gross proceeds ≈ $2.5M (pre-fees).
• Exercise terms: Pre-funded warrants exercisable immediately at $0.001 per share (no expiration until fully exercised); Series Warrants exercisable immediately at $1.66 per share; Series C term = 5 years from registration effective date, Series D term = 18 months from effective date. Cashless exercise permitted if no effective registration statement.
• Placement agent terms: H.C. Wainwright fees = 7% placement fee + 1% management fee, $35,000 expense allowance and up to $50,000 counsel/out-of-pocket; placement agent warrants equal to 7% (91,623) of the securities sold, exercisable at $2.3875, 5-year term.
• Registration & restrictions: Company must file a resale registration statement within 15 days and face liquidated damages if filing/effectiveness/maintenance obligations aren’t met; standstill and “variable rate transaction” restrictions apply for defined periods after the registration effective date.

Why It Matters
This transaction provides near-term capital (≈$2.5M gross) to My Size but also creates potential future dilution if the warrants are exercised. The pre-funded warrants minimize voting dilution for holders until exercised (very low exercise price), while the Series Warrants can convert to common shares at $1.66. The registration rights accelerate when the underlying shares can be publicly resold, and failure to meet those deadlines can trigger liquidated damages. Placement agent fees and warrants will reduce net proceeds and introduce additional potential dilution. Retail investors should note these securities were sold in a private placement to accredited/qualified buyers and are not registered for public resale unless and until the registration statement becomes effective.