Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
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 | 3-600-9030 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | MYSZ | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 23,982,503 |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Current Assets: | |||
Cash and cash equivalents | $ 3,539 | $ 1,689 | |
Restricted cash | 270 | 85 | |
Restricted deposit | 184 | ||
Accounts receivable | 37 | 28 | |
Other receivables and prepaid expenses | 121 | 482 | |
Total current assets | 3,967 | 2,468 | |
Property and equipment, net | 108 | 128 | |
Right-of-use asset | 792 | 911 | |
Investment in marketable securities | 105 | 59 | |
Total non-current assets | 1,005 | 1,098 | |
Total assets | 4,972 | 3,566 | |
Current liabilities: | |||
Operating lease liability | 130 | 129 | |
Trade payables | 556 | 381 | |
Accounts payable | 705 | 400 | |
Derivatives | [1] | 1 | |
Total current liabilities | 1,391 | 911 | |
Operating lease liability | 493 | 579 | |
Total non-current liabilities | 493 | 579 | |
Total liabilities | 1,884 | 1,490 | |
COMMITMENTS AND CONTINGENCIES | |||
Stock Capital - | |||
Common stock of $0.001 par value - Authorized: 100,000,000 shares; Issued and outstanding: 15,069,587 and 7,232,836 as of September 30, 2021 and December 31, 2020, respectively | 15 | 7 | |
Additional paid-in capital | 45,981 | 37,164 | |
Accumulated other comprehensive loss | (432) | (424) | |
Accumulated deficit | (42,476) | (34,671) | |
Total stockholders’ equity | 3,088 | 2,076 | |
Total liabilities and stockholders’ equity | $ 4,972 | $ 3,566 | |
[1] | Represents an amount less than $1 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 15,069,587 | 7,232,836 |
Common stock, shares outstanding | 15,069,587 | 7,232,836 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenues | $ 31 | $ 88 | $ 88 | $ 139 |
Cost of revenues | (1) | (2) | ||
Gross profit | 31 | 87 | 88 | 137 |
Operating expenses | ||||
Research and development | (462) | (397) | (3,842) | (1,085) |
Sales and marketing | (521) | (555) | (1,798) | (1,632) |
General and administrative | (1,074) | (777) | (2,303) | (1,855) |
Total operating expenses | (2,507) | (1,729) | (7,943) | (4,572) |
Operating loss | (2,026) | (1,642) | (7,855) | (4,435) |
Financial income (expenses), net | 18 | (32) | 50 | (2) |
Net loss | (2,008) | (1,674) | (7,805) | (4,437) |
Other comprehensive income (loss): | ||||
Foreign currency translation differences | 8 | 50 | (8) | 53 |
Total comprehensive loss | $ (2,000) | $ (1,624) | $ (7,813) | $ (4,384) |
Basic and diluted loss per share | $ (0.13) | $ (0.23) | $ (0.62) | $ (0.89) |
Basic and diluted weighted average number of shares outstanding | 15,044,184 | 7,217,619 | 12,546,022 | 4,971,202 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total | ||||
Beginning balance, value at Dec. 31, 2019 | $ 2 | $ 30,102 | $ (539) | $ (28,514) | $ 1,051 | ||||
Beginning balance, shares at Dec. 31, 2019 | 2,085,900 | ||||||||
Stock-based compensation related to options granted to employees and consultants | 388 | 388 | |||||||
Issuance of shares, net of issuance cost of $1,000 | $ 3 | 5,992 | 5,995 | ||||||
Issuance of shares, net of issuance cost of $1,000, shares | 2,439,802 | ||||||||
Exercise of warrants and pre funded warrants | $ 2 | 97 | 99 | ||||||
Exercise of warrants and pre funded warrants, shares | 2,707,134 | ||||||||
Liability reclassified to equity | 328 | 328 | |||||||
Total comprehensive loss | 53 | (4,437) | (4,384) | ||||||
Ending balance, value at Sep. 30, 2020 | $ 7 | 36,907 | (486) | (32,951) | 3,477 | ||||
Ending balance, shares at Sep. 30, 2020 | 7,232,836 | ||||||||
Beginning balance, value at Jun. 30, 2020 | $ 7 | 36,599 | (536) | (31,277) | 4,793 | ||||
Beginning balance, shares at Jun. 30, 2020 | 7,157,836 | ||||||||
Stock-based compensation related to options granted to employees and consultants | 225 | 225 | |||||||
Exercise of warrants | [1] | 83 | 83 | ||||||
Exercise of warrants, shares | 75,000 | ||||||||
Total comprehensive loss | 50 | (1,674) | (1,624) | ||||||
Ending balance, value at Sep. 30, 2020 | $ 7 | 36,907 | (486) | (32,951) | 3,477 | ||||
Ending balance, shares at Sep. 30, 2020 | 7,232,836 | ||||||||
Beginning balance, value at Dec. 31, 2020 | $ 7 | 37,164 | (424) | (34,671) | 2,076 | ||||
Beginning balance, shares at Dec. 31, 2020 | 7,232,836 | ||||||||
Stock-based compensation related to options granted to employees and consultants | 350 | 350 | |||||||
Exercise of options granted to employees | |||||||||
Exercise of options granted to employees, shares | 4,458 | ||||||||
Restricted shares issued to shareholder (*) | [2] | $ 3 | 2,615 | 2,618 | |||||
Restricted shares issued to shareholde, shares | 2,500,000 | ||||||||
Issuance of shares, net of issuance cost of $1,000 | $ 4 | 5,031 | 5,035 | ||||||
Issuance of shares, net of issuance cost of $1,000, shares | 4,580,491 | ||||||||
Exercise of warrants | $ 1 | 821 | 822 | ||||||
Exercise of warrants, shares | 751,802 | ||||||||
Total comprehensive loss | (8) | (7,805) | (7,813) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 15 | 45,981 | (432) | (42,476) | 3,088 | ||||
Ending balance, shares at Sep. 30, 2021 | 15,069,587 | ||||||||
Beginning balance, value at Jun. 30, 2021 | $ 15 | 45,838 | (440) | (40,468) | 4,945 | ||||
Beginning balance, shares at Jun. 30, 2021 | 15,038,327 | ||||||||
Stock-based compensation related to options granted to employees and consultants | 118 | 118 | |||||||
Exercise of options granted to employees | [3] | [3] | [3] | ||||||
Exercise of warrants | [3] | 25 | 25 | ||||||
Exercise of warrants, shares | 26,802 | ||||||||
Total comprehensive loss | 8 | (2,008) | (2,000) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 15 | $ 45,981 | $ (432) | $ (42,476) | $ 3,088 | ||||
Ending balance, shares at Sep. 30, 2021 | 15,069,587 | ||||||||
[1] | Represents an amount less than $1 | ||||||||
[2] | See note 1 c. | ||||||||
[3] | Represents an amount less than $1 |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance cost, net | $ 768 | $ 1,000 |
Condensed Consolidated Interi_6
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (7,805) | $ (4,437) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 31 | 28 |
Amortization of operating lease right-of-use asset | 32 | 31 |
Revaluation of warrants and derivatives | (1) | 2 |
Revaluation of investment in marketable securities | (46) | (18) |
Expense arising from restricted shares issued to compensate waiver by a shareholder | 2,618 | |
Stock based compensation | 350 | 388 |
(Increase) decrease in accounts receivables | (9) | 5 |
Decrease in other receivables and prepaid expenses | 359 | 218 |
Increase (decrease) in trade payable | 176 | (10) |
Increase in accounts payable | 311 | 2 |
Net cash used in operating activities | (3,984) | (3,791) |
Cash flows from investing activities: | ||
Change in restricted deposits | 184 | (170) |
Investment in right-of-use asset | (25) | |
Purchase of property and equipment | (12) | (14) |
Net cash provided by (used in) investing activities | 172 | (209) |
Cash flows from financing activities: | ||
Proceeds from issuance of shares, net of issuance costs | 5,035 | 6,094 |
Proceeds from Exercise of warrants | 822 | |
Net cash provided by financing activities | 5,857 | 6,094 |
Effect of exchange rate fluctuations on cash and cash equivalents | (10) | 44 |
Increase in cash, cash equivalents and restricted cash | 2,035 | 2,138 |
Cash, cash equivalents and restricted cash at the beginning of the period | 1,774 | 1,466 |
Cash, cash equivalents and restricted cash at the end of the period | 3,809 | 3,604 |
Non cash activities: | ||
Restricted shares issued to shareholder | $ 2,618 |
General
General | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | Note 1 - General a. My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel e-commerce market, to the courier services market and to the Do It Yourself smartphone and tablet apps market. The technology is driven by proprietary algorithms which are able to calculate and record measurements in a variety of novel ways. The Company has three subsidiaries, My Size Israel 2014 Ltd (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporated in Israel and My Size LLC which was incorporated in the Russian Federation. References to the Company include the subsidiaries unless the context indicates otherwise. b. During the nine month period ended September 30, 2021, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $ 42,476 . The Company has financed its operations mainly through fundraising from various investors. Taking into account the proceeds from warrant exercises and the Company’s financing in October 2021 described in note 7b below, management’s believes that cash on hand will be sufficient to meet its obligations for a period which is longer than 12 months. c. Further to note 1b of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020: On May 26, 2021, the Company, My Size Israel and Shoshana Zigdon entered into an Amendment to Purchase Agreement (the “Amendment”) which made certain amendments to a Purchase Agreement between the parties dated February 16, 2014 (the “Purchase Agreement”). Pursuant to the Amendment, Ms. Zigdon agreed to irrevocably waive the right to repurchase certain assets related to the collection of data for measurement purposes that My Size Israel acquired from Ms. Zigdon under the Purchase Agreement and upon which the Company’s business is substantially dependent, and all past, present and future rights in any of the intellectual property rights sold, transferred and assigned to My Size Israel under the Purchase Agreement and any modifications, amendments or improvements made thereto, including, without limitation, any compensation, reward or any rights to royalties or to receive any payment or other consideration whatsoever in connection with such intellectual property rights (the “Waiver”). In consideration of the Waiver, the Company issued 2,500,000 shares of common stock to Ms. Zigdon in a private placement. The Company measured the fair value of the shares based on the quoted market price of common stock adjusted to reflect the effect of the sales restrictions. During the nine and three month period ended September 30, 2021, an amount of $ 2,618 0 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies a. Unaudited condensed consolidated financial statements The accompanying unaudited condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements are comprised of the financial statements of the Company. In management’s opinion, the interim financial data presented includes all adjustments necessary for a fair presentation. All intercompany accounts and transactions have been eliminated. Certain information required by U.S. generally accepted accounting principles (“GAAP”) has been condensed or omitted in accordance with rules and regulations of the SEC. Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2020. b. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | Note 3 - Financial Instruments Fair value of financial instruments: Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework for measuring fair value. ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. In addition, the fair value of assets and liabilities should include consideration of non-performance risk, which for the liabilities described below includes the Company’s own credit risk. In accordance with ASC 820 when measuring the fair value, an entity shall take into account the characteristics of the asset or liability if a market participant would take those characteristics into account when pricing the asset or liability at the measurement date. Such characteristics include, for example: a. The condition and location of the asset. b. Restrictions, if any, on the sale or the use of the asset. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends. The carrying amounts of cash and cash equivalents, accounts receivable, other receivables, trade payables and accounts payable approximate their fair value due to the short-term maturities of such instruments. The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publicly-traded company on the OTCQB. Due to sales restrictions on the sale of the iMine shares, the fair value of the shares was measured on the basis of the quoted market price for an otherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the sales restrictions and is therefore, ranked as Level 2 assets. Schedule of Fair value of Financial Assets and Liabilities September 30, 2021 Fair value hierarchy Level 1 Level 2 Level 3 Financial assets Investment in marketable securities (*) - 105 - MY SIZE, INC. AND ITS SUBSIDIARIES Notes to Condensed Consolidated Interim Financial Statements (Unaudited) U.S. dollars in thousands (except share data and per share data) Note 3 - Financial Instruments (Cont.) December 31, 2020 Fair value hierarchy Level 1 Level 2 Level 3 Financial assets Investment in marketable securities (*) - 59 - (*) For the nine and three month periods ended September 30, 2021 and 2020, the recognized gain (loss) (based on quoted market prices with a discount due to security restrictions on iMine shares) of the marketable securities was $ 46 24 18 3 December 31, 2020 Fair value hierarchy Level 1 Level 2 Level 3 Financial liabilities Derivatives - 1 - |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | Note 4 - Stock Based Compensation The stock-based expense equity awards recognized in the financial statements for services received is related to Research and Development, Sales and Marketing and General and Administrative expenses as shown in the following table: Schedule of Stock Based Expenses Nine months ended September 30, Three months ended September 30, 2021 2020 2021 2020 Stock-based compensation expense - Research and development 103 126 33 75 Stock-based compensation expense - Sales and marketing 164 87 71 41 Stock-based compensation expense - General and administrative 83 175 14 109 350 388 118 225 Warrants issued to consultants: a. In May 2021, the Company entered into a consulting agreement with a consultant pursuant to which the Company agreed upon the three-month anniversary of the agreement to issue to the consultant a (i) a warrant to purchase up to 50,000 shares of the Company’s common stock exercisable at $ 1.50 per share and expiring on December 31, 2022 , and (ii) a warrant to purchase up to 50,000 shares of the Company’s common stock exercisable at $ 2.00 per share and expiring on December 31, 2022 During the nine and three month period ended September 30, 2021, an amount of $ 63 25 b. In June 2021, the Company entered into a consulting agreement with a consultant pursuant to which the Company agreed to issue to the consultant a warrant to purchase up to 50,000 1.50 December 31, 2022 During the nine and three month period ended September 30, 2021, an amount of $ 34 25 c. During the nine month period ended September 30, 2021, the Company issued 150,000 3,667 The total stock option compensation expense during the nine and three month period ended September 30, 2021 and 2020 which was recorded under sales and marketing was $ 116 56 8 3 0 0 17 5 MY SIZE, INC. AND ITS SUBSIDIARIES Notes to Condensed Consolidated Interim Financial Statements (Unaudited) U.S. dollars in thousands (except share data and per share data) Note 4 - Stock Based Compensation (Cont.) Stock Option Plan for Employees: In March 2017, the Company adopted the My Size, Inc. 2017 Equity Incentive Plan (the “2017 Employee Plan”) pursuant to which the Company’s Board of Directors may grant stock options to officers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, was initially limited to 200,000 1,450,000 On May 25, 2020, the compensation committee of the Board of Directors of the Company reduced the exercise price of outstanding options of employees and directors of the Company for the purchase of an aggregate of 140,237 shares of common stock of the Company (with exercise prices ranging between $ 18.15 and $ 9.15 ) to $ 1.04 per share, which was the closing price for the Company’s common stock on May 22, 2020, and extended the term of the foregoing options for an additional one year from the original date of expiration. The incremental compensation cost resulting from the repricing was $ 53 , and the expenses during the nine and three month period ended September 30, 2021 were $ 2 and $ 1 , respectively and the expenses during both the nine and three months ended September 30, 2020 were $ 47 and $ 4 , respectively. On August 10, 2020, the Company’s shareholders approved an increase in the shares available for issuance under the 2017 Employee Plan from 200,000 1,450,000 466,667 216,667 During the nine and three month period ended September 30, 2021, the Company granted an aggregate of 97,500 of stock options under the 2017 Employee Plan, 4,458 40,777 and 19,167 shares of common stock, respectively, expired. The total stock option compensation expense during the nine and three month period ended September 30, 2021 and 2020 which was recorded was $ 234 62 312 209 |
Contingencies and Commitments
Contingencies and Commitments | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Commitments | Note 5 - Contingencies and Commitments a. On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York, County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to be determined at trial, but in no event less than $ 616,000 . On August 2, 2018, North Empire filed a Summons with Notice against the Company, also in the same Court, in which they allege damages in an amount of $ 11.4 million arising from an alleged breach of the Agreement. On September 6, 2018 North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answer and asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificates to North Empire causing damage to North Empire in the amount of $ 10,958,589 . North Empire also filed a third-party complaint against the Company’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018, the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Board filed a motion to dismiss North Empire’s third-party complaint. On January 6, 2020, the Court granted the motion and dismissed the third-party complaint. Discovery has been completed and both parties have filed motions for summary judgment in connection with the claims and counterclaims. The Company believes it is more likely than not that the counterclaims will be denied. b. On July 5, 2021, the Company was served with a legal complaint filed by Fidelity Venture Capital Ltd. and Dror Atzmon in the Magistrate’s Court in Tel Aviv for a monetary award in an amount of NIS 1,436,679 (approximately $ 450,000 ) and a declaratory relief. The plaintiffs allege that the Company breached its contractual obligations to pay them for services allegedly rendered to the Company by the plaintiffs under a certain consulting agreement dated July 2, 2014, in an amount of NIS 819,000 (approximately $ 256,000 ). Additionally, the plaintiffs allege that the Company should compensate them for losses allegedly incurred by them following their investment in the Company’s shares issued under a certain private offering. In the alternative, the plaintiffs move that the court will declare the investment agreement void with full restitution of plaintiffs’ original investment in an amount of NIS 1,329,650 (approximately $ 415,000 ). The Company filed its statement of defense on October 25, 2021. The first preliminary court hearing of the case is scheduled for January 23, 2022. At this preliminary stage, before any fact finding and pre-trial procedures (including disclosure of documents) have been conducted the Company cannot evaluate the chances of the claim to succeed. c. In May 2021, the Company received notice from Custodian Ventures, LLC (“Custodian”) of its intention to nominate four candidates to stand for election to our board of directors at the Company’s 2021 annual meeting of stockholders. Custodian subsequently made a book and records request and has made public statements calling for changes to our management. On September 22, 2021, Custodian commenced an action in the Court of Chancery of the State of Delaware captioned, Custodian Ventures, LLC v. MySize, Inc. (the “Delaware Action”). In the Delaware Action, Custodian sought an order from the Court of Chancery pursuant to Section 211 of the General Corporation Law of the State of Delaware compelling us to hold an annual meeting. On November 4, 2021, the Company entered into a settlement agreement (the “Settlement Agreement”) with Custodian and certain affiliates and director nominees (collectively, the “Lazar Parties”) settling and dismissing the Delaware Action (see note 7c). On October 19, 2021, the Company commenced an action in the United States District Court for the Southern District of New York against Custodian, Activist Investing LLC, Milton C. Ault III, Ault Alpha LP, Ault Alpha GP LLC, Ault Capital Management LLC, Ault & Company Inc., David Aboudi, Patrick Loney and David Nathan, , pursuant to Sections 13(d) and 14(a) of the Securities Exchange Act of 1934, and certain rules promulgated thereunder (the “SDNY Action”). The complaint sought, among other things, declaratory and injunctive relief related to defendants’ efforts to nominate a slate of directors for election at our next annual meeting. The complaint alleged that the defendants formed an undisclosed “group” for purposes of Section 13(d) and has misrepresented its true purpose in purchasing My Size, Inc. stock in filings made with the SEC. In addition, the complaint alleged that the defendants engaged in an unlawful solicitation of investors in violation of the Exchange Act proxy rules in connection with their efforts to elect a slate of directors to the Company’s board of directors. On October 20, 2021, the Court signed an order granting a hearing on an anticipated motion for a preliminary injunction and expedited scheduling and discovery in aid thereof, and scheduled that hearing for December 2, 2021. On November 4, 2021, the Company entered into the Settlement Agreement with the Lazar Parties settling and dismissing the claims asserted in the SDNY Action and the Delaware Action against one another (see note 7c). On November 8, 2021, the remaining defendants in the SDNY Action filed and answer and counterclaim asserting a claim against the Company pursuant to New York Civil Rights Law Section 70-a, also known as New York’s anti-SLAPP statute. |
Significant Events During the R
Significant Events During the Reporting Period | 9 Months Ended |
Sep. 30, 2021 | |
Significant Events During Reporting Period | |
Significant Events During the Reporting Period | Note 6 - Significant Events During the Reporting Period a. On January 8, 2021, the Company conducted a public offering of its securities pursuant to which it issued 1,569,179 2,008 1,700 b. In January and February 2021, a holder of warrants exercised warrants to purchase 725,000 797 c. On March 25, 2021, the Company conducted a public offering of its shares of common stock pursuant to which it issued 2,618,532 3,300 2,872 d. On May 7, 2021, the Company issued an additional 392,780 1.26 463 e. On May 26, 2021, the Company issued 2,500,000 f. In late 2019, a novel strain of COVID-19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largely concentrated in China, spread globally. Many countries around the world, including in Israel, have from time to time significant governmental measures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. The Company has implemented remote working and work place protocols for its employees in accordance with government requirements. In addition, while the Company has seen an increased demand for MySizeID, the COVID-19 pandemic has had a particularly adverse impact on the retail industry and this has resulted in an adverse impact on the Company’s marketing and sales activities. For example, the Company has three ongoing pilots with international retailers that have been halted, the Company is unable to participate physically in industry conferences, its ability to meet with potential customers is limited and in certain instances sales processes have been delayed or cancelled. The extent to which COVID-19 continues to impact the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain COVID-19 or treat its impact. |
Events Subsequent to the balanc
Events Subsequent to the balance sheet date | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Events Subsequent to the balance sheet date | Note 7 - Events Subsequent to the balance sheet date a. On October 26, 2021, holders of warrants exercised an aggregate of 2,625,908 2,889 b. On October 28, 2021, the Company sold in a registered direct offering 2,514,800 shares of its common stock and, in a concurrent private placement, an aggregate of 1,886,100 unregistered warrants to purchase shares of common stock, at an offering price of $ 1.352 per share and associated warrant. In addition, on the same day, the Company sold in a private placement 3,772,208 unregistered shares of common stock and unregistered warrants to purchase up to an aggregate of 2,829,156 shares of common stock at the same purchase price as in the registered direct offering. The warrants are immediately exercisable and will expire five years 1.26 8,500 . The net proceeds to the Company from the offerings were approximately $ 7,560 , after deducting placement agent’s fees and other estimated offering expenses payable by the Company. In connection with the offerings, the Company issued to the placement agent warrants to purchase 440,091 1.69 October 26, 2026 c. On November 4, 2021, the Company entered into the Settlement Agreement with the Lazar Parties. Pursuant to the Settlement Agreement, the Company and the Lazar Parties agreed to compromise and settle the Delaware Action and SDNY Action. In addition, pursuant to the Settlement Agreement, the Company agreed to reimburse Custodian for out of pocket expenses and in consideration for the dismissal and release of claims against the Company an aggregate amount equal to $ 275 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Unaudited condensed consolidated financial statements | a. Unaudited condensed consolidated financial statements The accompanying unaudited condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements are comprised of the financial statements of the Company. In management’s opinion, the interim financial data presented includes all adjustments necessary for a fair presentation. All intercompany accounts and transactions have been eliminated. Certain information required by U.S. generally accepted accounting principles (“GAAP”) has been condensed or omitted in accordance with rules and regulations of the SEC. Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2020. |
Use of estimates | b. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Schedule of Fair value of Financial Assets and Liabilities | Schedule of Fair value of Financial Assets and Liabilities September 30, 2021 Fair value hierarchy Level 1 Level 2 Level 3 Financial assets Investment in marketable securities (*) - 105 - MY SIZE, INC. AND ITS SUBSIDIARIES Notes to Condensed Consolidated Interim Financial Statements (Unaudited) U.S. dollars in thousands (except share data and per share data) Note 3 - Financial Instruments (Cont.) December 31, 2020 Fair value hierarchy Level 1 Level 2 Level 3 Financial assets Investment in marketable securities (*) - 59 - (*) For the nine and three month periods ended September 30, 2021 and 2020, the recognized gain (loss) (based on quoted market prices with a discount due to security restrictions on iMine shares) of the marketable securities was $ 46 24 18 3 December 31, 2020 Fair value hierarchy Level 1 Level 2 Level 3 Financial liabilities Derivatives - 1 - |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Based Expenses | The stock-based expense equity awards recognized in the financial statements for services received is related to Research and Development, Sales and Marketing and General and Administrative expenses as shown in the following table: Schedule of Stock Based Expenses Nine months ended September 30, Three months ended September 30, 2021 2020 2021 2020 Stock-based compensation expense - Research and development 103 126 33 75 Stock-based compensation expense - Sales and marketing 164 87 71 41 Stock-based compensation expense - General and administrative 83 175 14 109 350 388 118 225 |
General (Details Narrative)
General (Details Narrative) - USD ($) $ in Thousands | May 26, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Retained Earnings (Accumulated Deficit) | $ 42,476 | $ 42,476 | $ 34,671 | |||
Research and development expense | 462 | $ 397 | 3,842 | $ 1,085 | ||
Research and Development Expense [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Research and development expense | $ 0 | $ 2,618 | ||||
Private Placement [Member] | ShoshanaZigdon [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 2,500,000 |
Schedule of Fair value of Finan
Schedule of Fair value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Gain (loss) on marketable securities | $ 24 | $ 3 | $ 46 | $ 18 | ||
Fair Value, Inputs, Level 1 [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Investment in marketable securities | [1] | |||||
Derivatives | ||||||
Fair Value, Inputs, Level 2 [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Investment in marketable securities | [1] | 105 | 105 | 59 | ||
Derivatives | 1 | |||||
Fair Value, Inputs, Level 3 [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Investment in marketable securities | [1] | |||||
Derivatives | ||||||
[1] | For the nine and three month periods ended September 30, 2021 and 2020, the recognized gain (loss) (based on quoted market prices with a discount due to security restrictions on iMine shares) of the marketable securities was $ 46 24 18 3 |
Schedule of Stock Based Expense
Schedule of Stock Based Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 118 | $ 225 | $ 350 | $ 388 |
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 33 | 75 | 103 | 126 |
Selling and Marketing Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 71 | 41 | 164 | 87 |
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 14 | $ 109 | $ 83 | $ 175 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 25, 2020 | Mar. 30, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | May 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Aug. 10, 2020 | Aug. 09, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 725,000 | 725,000 | ||||||||||
Shares based compensation | $ 118 | $ 225 | $ 350 | $ 388 | ||||||||
Warrants to consultants | 150,000 | |||||||||||
Number of options expired | 3,667 | |||||||||||
Stock option compensation | $ 62 | 209 | $ 234 | 312 | ||||||||
Two Thousand Seventeen Employee Plan [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of options expired | 19,167 | 40,777 | ||||||||||
Number of options granted | 97,500 | |||||||||||
Number of shares available for issuance | 1,450,000 | 200,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 4,458 | |||||||||||
Two Thousand Seventeen Employee Plan [Member] | Common Stock [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of options granted | 140,237 | 200,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 1.04 | |||||||||||
Incremental compensation cost | $ 53 | |||||||||||
[custom:IncrementalCompensationExpenses] | $ 1 | 4 | $ 2 | 47 | ||||||||
Two Thousand Seventeen Employee Plan [Member] | Common Stock [Member] | Minimum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 18.15 | |||||||||||
Two Thousand Seventeen Employee Plan [Member] | Common Stock [Member] | Maximum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 9.15 | |||||||||||
Two Thousand Seventeen Consultant Incentive Plan [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares available for issuance | 216,667 | 466,667 | ||||||||||
Selling and Marketing Expense [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares based compensation | 71 | 41 | 164 | 87 | ||||||||
Stock option compensation | 8 | 3 | 116 | 56 | ||||||||
General and Administrative Expense [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares based compensation | 14 | 109 | 83 | 175 | ||||||||
Stock option compensation | 17 | $ 5 | 0 | $ 0 | ||||||||
Consulting Agreement [Member] | Consultant [Member] | Warrant One [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | 50,000 | ||||||||||
Consulting Agreement [Member] | Consultant One [Member] | Warrant One [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | $ 1.50 | ||||||||||
Warrants and Rights Outstanding, Maturity Date | Dec. 31, 2022 | |||||||||||
Shares based compensation | 25 | 34 | ||||||||||
Consulting Agreement [Member] | Consultant One [Member] | Warrant Two [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||||||||
Warrants and Rights Outstanding, Maturity Date | Dec. 31, 2022 | Dec. 31, 2022 | ||||||||||
Consulting Agreement [Member] | Consultant One [Member] | Warrant [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares based compensation | $ 25 | $ 63 |
Contingencies and Commitments (
Contingencies and Commitments (Details Narrative) $ in Thousands | Jul. 05, 2021USD ($) | Jul. 05, 2021ILS (₪) | Sep. 27, 2018USD ($) | Aug. 07, 2018USD ($) | Aug. 02, 2018USD ($) | Jul. 05, 2021ILS (₪) |
North Empire L L C [Member] | ||||||
Loss Contingency, Damages Sought, Value | $ 10,958,589 | $ 11,400 | ||||
North Empire L L C [Member] | Securities Purchase Agreement [Member] | ||||||
Loss Contingency, Damages Sought, Value | $ 616,000 | |||||
Fidelity Venture Capital Ltd [Member] | ||||||
Other Commitments, Description | The Company filed its statement of defense on October 25, 2021. The first preliminary court hearing of the case is scheduled for January 23, 2022. | The Company filed its statement of defense on October 25, 2021. The first preliminary court hearing of the case is scheduled for January 23, 2022. | ||||
Fidelity Venture Capital Ltd [Member] | Mr.Dror Atzmon [Member] | ||||||
Loss Contingency, Damages Sought, Value | $ 450,000 | ₪ 1,436,679 | ||||
Gain (Loss) on Contract Termination | 256,000 | ₪ 819,000 | ||||
Investment Owned, Balance, Principal Amount | $ 415,000 | ₪ 1,329,650 |
Significant Events During the_2
Significant Events During the Reporting Period (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 26, 2021 | May 07, 2021 | Mar. 25, 2021 | Jan. 08, 2021 | Jan. 31, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Proceeds from common stock | $ 5,035 | $ 6,094 | ||||||
Exercise of warrants | 725,000 | 725,000 | ||||||
Exchange of ordinary shares | $ 797 | $ 797 | ||||||
IPO [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock issued during period, shares issue | 2,618,532 | 1,569,179 | ||||||
Proceeds from common stock | $ 3,300 | $ 2,008 | ||||||
Net proceeds from from offering | $ 2,872 | $ 1,700 | ||||||
Price per share | $ 1.26 | |||||||
Underwriting discount | $ 463 | |||||||
Over-Allotment Option [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock issued during period, shares issue | 392,780 | |||||||
Private Placement [Member] | ShoshanaZigdon [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock issued during period, shares issue | 2,500,000 |
Events Subsequent to the bala_2
Events Subsequent to the balance sheet date (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 04, 2021 | Oct. 26, 2021 | Mar. 25, 2021 | Jan. 08, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 28, 2021 | May 07, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | ||
Subsequent Event [Line Items] | ||||||||||||||
Exercise of warrants | $ 25 | $ 83 | $ 822 | |||||||||||
Warrants to purchase shares | 725,000 | 725,000 | ||||||||||||
Common Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Exercise of warrants, shares | 26,802 | 75,000 | 751,802 | |||||||||||
Exercise of warrants | [1] | [2] | $ 1 | |||||||||||
Stock Issued During Period, Shares, New Issues | 4,580,491 | 2,439,802 | ||||||||||||
IPO [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,618,532 | 1,569,179 | ||||||||||||
Shares Issued, Price Per Share | $ 1.26 | |||||||||||||
Proceeds from Issuance Initial Public Offering | $ 2,872 | $ 1,700 | ||||||||||||
Subsequent Event [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Warrant expiration term | 5 years | |||||||||||||
Warrant exercise price per share | $ 1.26 | |||||||||||||
Proceeds from Issuance Initial Public Offering | $ 8,500 | |||||||||||||
[custom:NetProceedsFromIssuancePublicOffering] | $ 7,560 | |||||||||||||
Subsequent Event [Member] | Settlement Agreement [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Claim amount paid | $ 275 | |||||||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Shares Issued, Price Per Share | $ 1.352 | |||||||||||||
Subsequent Event [Member] | IPO [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,514,800 | |||||||||||||
Subsequent Event [Member] | Private Placement [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,772,208 | |||||||||||||
Warrants to purchase shares | 440,091 | |||||||||||||
Warrant exercise price per share | $ 1.69 | |||||||||||||
Warrant expiring date | Oct. 26, 2026 | |||||||||||||
Subsequent Event [Member] | Private Placement [Member] | Warrant One [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Warrants to purchase shares | 2,829,156 | |||||||||||||
Subsequent Event [Member] | Private Placement [Member] | Common Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Warrants to purchase shares | 1,886,100 | |||||||||||||
Subsequent Event [Member] | Holders [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Exercise of warrants, shares | 2,625,908 | |||||||||||||
Exercise of warrants | $ 2,889 | |||||||||||||
[1] | Represents an amount less than $1 | |||||||||||||
[2] | Represents an amount less than $1 |