UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
For
the fiscal year ended
For the transition period from ________ to _________
Commission
file number
(Exact name of registrant as specified in charter)
(State or jurisdiction of Incorporation or organization) |
I.R.S Employer Identification No. |
(Address of principal executive offices) | (Zip code) |
+
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
The
|
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate
by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |
☒ | Smaller Reporting Company | |||
Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
The
aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2021, the last
business day of the registrant’s most recently completed second fiscal quarter, was approximately $
Number of shares of common stock outstanding as of January 27, 2023 was
*Gives effect to the 1-for-25 reverse stock split of the registrants issued and outstanding shares of common stock, par value $0.001 per share, which became effective on December 8, 2022.
Documents
Incorporated by Reference:
EXPLANATORY NOTE
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Company is including in Item 19 of Part III with this Amendment the certifications required under the Sarbanes-Oxley Act of 2002.
Other than with respect to the foregoing, this Amendment speaks as of the filing date of the Original Form 10-K and, besides a 1-for-25 reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share, which became effective on December 8, 2022, does not reflect any other events occurring after the filing of the Original Form 10-K. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original Form 10-K. This Amendment does not otherwise update any other exhibits as originally filed.
2 |
EXHIBIT INDEX
* | Filed herewith. |
+ | Indicates a management contract or any compensatory plan, contract or arrangement |
3 |
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized on this 3rd day of February, 2023.
MY SIZE, INC. | |
/s/ Ronen Luzon | |
Ronen Luzon | |
Chief Executive Officer | |
(Principle Executive Officer) | |
/s/ Or Kles | |
Or Kles | |
Chief Financial Officer | |
(Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1934, this annual report on Form 10-K/A has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Ronen Luzon | Chief Executive Officer and Director | February 3, 2023 | ||
Ronen Luzon | (Principle Executive Officer) | |||
/s/ Or Kles | Chief Financial Officer | February 3, 2023 | ||
Or Kles | (Principal Financial and Accounting Officer) | |||
/s/ Oren Elmaliah | Director | February 3, 2023 | ||
Oren Elmaliah | ||||
/s/ Arik Kaufman | Director | February 3, 2023 | ||
Arik Kaufman | ||||
/s/ Oron Branitzky | Director | February 3, 2023 | ||
Oron Branitzky | ||||
/s/ Guy Zimmerman | Director | February 3, 2023 | ||
Guy Zimmerman |
4 |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements No. 333-257353, No. 333-251679, No. 333-223042, No. 333-221199, No. 333-216414, 333-213727 and 333-222535 on Form S-3 and registration statements No. 333-248237, No. 333-227053, and No. 333-222537 on Form S-8 and registration statements No. 333-261031, No. 333-237959, No. 333-237858, and 333-221741 on Form S-1 of our report dated March 18, 2022, except for Note 16b, as to which the date is January 30, 2023, with respect to the consolidated financial statements of My Size Inc.
/s/ Somekh Chaikin | |
Somekh Chaikin | |
Member Firm of KPMG International |
Tel Aviv, Israel
February 3, 2023
Exhibit 31.1
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and Rule 15d-14 under the Securities Exchange
Act of 1934
I, Ronen Luzon certify that:
1. | I have reviewed this Annual Report on Form 10-K/A of My Size, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 3, 2023 | By: | /s/ Ronen Luzon |
Ronen Luzon | ||
Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and Rule 15d-14 under the Securities Exchange
Act of 1934
I, Or Kles, certify that:
1 | I have reviewed this Annual Report on Form 10-K/A of My Size, Inc.; |
2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 3, 2023 | By: | /s/ Or Kles |
Or Kles | ||
Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)
In connection with the Annual Report of My Size, Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of, Ronen Luzon and Or Kles, Chief Executive Officer and Chief Financial Officer of the Company, respectively, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Company’s Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: February 3, 2023 | By: | /s/ Ronen Luzon |
Ronen Luzon | ||
Chief Executive Officer (Principal Executive Officer) |
Date: February 3, 2023 | By: | /s/ Or Kles |
Or Kles | ||
Chief Financial Officer (Principal Financial and Accounting Officer) |
Cover - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Mar. 14, 2022 |
Jun. 30, 2021 |
|
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | On March 18, 2022, My Size, Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Original Form 10-K”). This Amendment No. 1 (the “Amendment”) amends the Original Form 10-K solely to revise the consent of our independent registered public accounting firm, Somekh Chaikin, member firm of KPMG International (“KPMG”) filed originally as Exhibit 23.1. The consent included in the Original Form 10-K inadvertently omitted the incorporation by reference into the Company’s Registration Statement on Form S-3 (File No. 333-222535). The revised consent by KPMG is filed hereto as Exhibit 23.1. | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-37370 | ||
Entity Registrant Name | MY SIZE, INC. | ||
Entity Central Index Key | 0001211805 | ||
Entity Tax Identification Number | 51-0394637 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | HaYarden 4 | ||
Entity Address, Address Line Two | POB 1026 | ||
Entity Address, City or Town | Airport City | ||
Entity Address, Country | IL | ||
Entity Address, Postal Zip Code | 7010000 | ||
City Area Code | 972 | ||
Local Phone Number | 3- 6009030 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | MYSZ | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 22,979,000 | ||
Entity Common Stock, Shares Outstanding | 1,626,117 | ||
Documents Incorporated by Reference [Text Block] | None | ||
Auditor Firm ID | 1057 | ||
Auditor Name | Somekh Chaikin | ||
Auditor Location | Tel Aviv, Israel |
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