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MYSZ on Nasdaq

My Size Inc.

My Size Inc. is a developer of smartphone measurement solutions founded in 1999.1 It is headquartered in Yashresh, Israel.1 It employed 23 people in 2020.1 Its shares trade on Nasdaq under the symbol MYSZ.1

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Last updated Oct 21, 2026.

Overview

1999Founded1

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  • TickerMYSZ on Nasdaq1
  • Industrytechnology1
  • HeadquartersYashresh, Israel1
  • Founded inUnited States1
  • Websitewww.mysizeid.com
  • Legal formlimited company, public company1
  • Listed onNasdaq, Tel Aviv Stock Exchange1
  • Incorporated inDE4
  • Business address4 Hanegev St,, Pob 1026,, Airport City, L3 70100004
  • Filer categoryNon-accelerated filer, Smaller reporting company4
  • LEI549300C873RTLXBV8X983
  • StatusActive3
  • LEI statusLapsed (not renewed)3
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States3
  • Registered withDivision of Corporations, Department of State, 30995453

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Peacks Ltd., a distribution subsidiary focused on marketing and distributing global apparel and footwear brands in Israel.6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

32.0%Gross margin7
-61.3%Operating margin7
-62.5%Net margin7
13.4%Revenue growth, 20257
-113.5%Return on equity7
0.16×Debt to equity7
-$5.2MFree cash flow7

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Business segments

Fashion and Equipment ECommerce Platform brought in 83% of the revenue My Size Inc. broke down this way in fiscal 2025.

  1. Fashion and Equipment ECommerce Platform$7.7M783%up 3% from 2024
  2. Resale Platform$795.0K78%
  3. Saas Solutions$713.0K78%down 2% from 2024
  4. Other$115.0K71%
Business segments by year
Business segments20242025
Fashion and Equipment ECommerce Platform$7.5M$7.7M
Resale Platform$795.0K
Saas Solutions$729.0K$713.0K
Other$115.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue68¢$6.4M
  • Research and development6¢$597.0K
  • Other costs26¢$2.4M

Out of $9.4M in revenue.7 The company lost money this year.

Financial statements

Revenue891011127$9.4M in 2025+14760% since 2019
0$2.5M$5.0M$7.5M$10.0M2019: $63.0K$63.0K20192020: $142.0K$142.0K2020+125%2021: $131.0K$131.0K2021−8%2022: $4.5M$4.5M2022+3304%2023: $7.0M$7.0M2023+57%2024: $8.3M$8.3M2024+18%2025: $9.4M$9.4M2025+13%
Gross profit891011127$3.0M in 2025+7043% since 2019
0$1.0M$2.0M$3.0M$4.0M2019: $42.0K$42.0K20192020: $140.0K$140.0K2020+233%2021: $131.0K$131.0K2021−6%2022: $634.0K$634.0K2022+384%2023: $2.7M$2.7M2023+331%2024: $3.3M$3.3M2024+22%2025: $3.0M$3.0M2025−10%
Operating income891011127-$5.7M in 2025−4% since 2019
-$15.0M-$10.0M-$5.0M02019: -$6.0M-$6.0M20192020: -$6.1M-$6.1M2020+3%2021: -$10.6M-$10.6M2021+72%2022: -$8.1M-$8.1M2022−23%2023: -$6.7M-$6.7M2023−17%2024: -$3.9M-$3.9M2024−41%2025: -$5.7M-$5.7M2025+46%
Net income891011127-$5.9M in 2025+6% since 2019
-$15.0M-$10.0M-$5.0M02019: -$5.5M-$5.5M20192020: -$6.2M-$6.2M2020+12%2021: -$10.5M-$10.5M2021+71%2022: -$8.3M-$8.3M2022−21%2023: -$6.4M-$6.4M2023−23%2024: -$4.0M-$4.0M2024−37%2025: -$5.9M-$5.9M2025+46%

Every line of the income statement as filed: the last 2 fiscal years, latest first.7

Period ending2025-12-312024-12-31
Revenues$9.4M$8.3M
Cost of revenues-$6.4M-$4.9M
Gross profit$3.0M$3.3M
Research and development-$597.0K-$429.0K
Sales and marketing-$3.2M-$3.1M
General and administrative-$4.8M-$3.4M
Other income$275.0K
Impairment of goodwill-$144.0K-$631.0K
Total operating expenses-$8.7M-$7.3M
Operating loss-$5.7M-$3.9M
Financial income (expense), net-$112.0K-$51.0K
Loss before income taxes-$5.9M-$4.0M
Net loss for the year-$5.9M-$4.0M
Foreign currency translation differences$115.0K-$54.0K
Total comprehensive loss-$5.7M-$4.0M
Basic loss per share-$1.87-$4.39
Diluted loss per share-$1.87-$4.39
Basic weighted average number of shares outstanding3.1M shares910.8K shares
Diluted weighted average number of shares outstanding3.1M shares910.8K shares

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Corporate structure

My Size Inc. sits at the top of its group. 9 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of My Size Inc.

  • Ronen Luzon Filed SCHEDULE 13D/A on My Size Inc., latest Dec 17, 2025 (3 filings since Nov 21, 2022)
  • ARMISTICE CAPITAL, LLC Filed SC 13G/A on My Size Inc., latest Nov 14, 2024 (2 filings since Feb 14, 2024)
  • S.l. Whitehole Filed SC 13G on My Size Inc., latest Nov 3, 2022
  • 3i, LP Filed SC 13G/A on My Size Inc., latest Feb 14, 2022 (2 filings since Nov 8, 2021)
  • INTRACOASTAL CAPITAL, LLC Filed SC 13G/A on My Size Inc., latest Feb 11, 2022
  • Activist Investing LLC Filed SC 13D/A on My Size Inc., latest Dec 29, 2021 (3 filings since Nov 8, 2021)
  • Milton C. Ault Iii. Filed SC 13D/A on My Size Inc., latest Oct 27, 2021
  • My Size Inc. Yashresh, Delaware, Israel
    • My Size Israel 2014 Ltd. Subsidiary · Israel
    • Naiz Bespoke Technologies, S.L Subsidiary · Spain
    • New Percentil, S.L. Subsidiary · Spain
    • Orgad International Marketing Ltd. Subsidiary · Israel
    • Rotrade Ltd. Subsidiary · Israel
    • ShoeSize.Me AG Subsidiary · Switzerland
    • Ten Peacks Ltd. Subsidiary · Israel
    • Topspin Medical (Israel) Ltd. Subsidiary · Israel

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What My Size Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$173.0K7 Dec 31, 2025$116.0K7 Dec 31, 2024+49.1%
Accumulated depreciation$63.0K7 Dec 31, 2025$49.0K7 Dec 31, 2024+28.6%
Property and equipment, net$110.0K7 Dec 31, 2025$67.0K7 Dec 31, 2024+64.2%
Operating-lease assets (leased space)$106.0K7 Dec 31, 2025$23.0K7 Dec 31, 2024+360.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$2.3M7 Dec 31, 2025$4.9M7 Dec 31, 2024−52.8%
Marketable securities, non-current$2.0K7 Dec 31, 2025$7.0K7 Dec 31, 2024−71.4%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$640.0K7 Dec 31, 2025$133.0K7 Dec 31, 2024+381.2%
Intangible assets, net (excluding goodwill)$1.6M7 Dec 31, 2025$750.0K7 Dec 31, 2024+112.8%
Finite-lived intangibles, gross$2.7M7 Dec 31, 2025$1.5M7 Dec 31, 2024+82.8%
Accumulated amortization-$1.1M7 Dec 31, 2025-$732.0K7 Dec 31, 2024−52.0%
Finite-lived intangibles, net$1.6M7 Dec 31, 2025$750.0K7 Dec 31, 2024+112.8%

Inventory

ItemLatestA year beforeChange
Inventory, total$3.0M7 Dec 31, 2025$2.8M7 Dec 31, 2024+8.5%

Properties, in its own words

We currently lease 292 square feet of office space at 4 HaNegev Street, Airport City, Israel. The lease term is for 12 months beginning on July 1, 2024 and ending on June 30, 2025, with an option to extend for an additional 12 months, which has been exercised. The lease currently expires on June 30, 2026. Monthly rent payments, including utilities, amount to approximately $2,000 per month.

Item 2 of the 10-K filed Apr 15, 2026.6

Leadership

Who has led My Size Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Ronen Luzon2016–now

Chief financial officer

  1. Or Kles2016–2025
  2. Oren Elmaliah2025–now

Chief operating officer

  1. Billy Balla Luzon2019–now
200020052010201520202025
Board members and other officers (14)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Chief Operating Officer and Chief Product OfficerBilly Pardo named Nov 9, 2021 to Sep 22, 202632
  • Chief Growth OfficerBorja Cembrero Saralegui named Sep 22, 202632
  • DirectorArik Cembrero Kaufman named Sep 22, 202632
  • DirectorOron Cembrero Branitzky named Sep 22, 202632
  • DirectorArik Kaufman named Nov 9, 202133
  • DirectorOron Branitzky named Nov 9, 202133

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • My Size Israel 2014 Ltd. Israel5
  • My Size LLC Russian Federation5
  • Naiz Bespoke Technologies, S.L Spain5
  • New Percentil, S.L. Spain5
  • Orgad International Marketing Ltd. Israel5
  • Rotrade Ltd. Israel5
  • ShoeSize.Me AG Switzerland5
  • Ten Peacks Ltd. Israel5
  • Topspin Medical (Israel) Ltd. Israel5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Employees over time

  • 2020231

Former names

  • Mysize Inc.May 1, 2015 to Jul 27, 20154
  • TOPSPIN MEDICAL INCDec 23, 2002 to Sep 5, 20124

Timeline

  1. Sep 16, 20268-K Entered a material agreement; Unregistered sale of shares; Other events34
  2. Aug 28, 20268-K Listing notice or transfer35
  3. Aug 14, 20268-K Results of operations36
  4. Aug 12, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Other events37
  5. Aug 5, 20268-K Entered a material agreement; Unregistered sale of shares38
  6. Jul 21, 20268-K Shareholder vote39
  7. May 15, 20268-K Results of operations40
  8. Mar 3, 20268-K Results of operations; Regulation FD disclosure41
  9. Mar 2, 20268-K Listing notice or transfer42
  10. Dec 29, 20258-K Results of operations; Regulation FD disclosure43
  11. Dec 19, 20258-K Executive or director change44
  12. Nov 14, 20258-K Results of operations45
  13. Nov 2, 2016New chief executive Ronen Luzon becomes CEO15
  14. 1999Founded My Size Inc. is founded in United States1

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/202646

When it reported results

  1. Aug 14, 2026Reported quarterly or annual results36
  2. May 15, 2026Reported quarterly or annual results40
  3. Mar 3, 2026Reported quarterly or annual results41
  4. Dec 29, 2025Reported quarterly or annual results43
  5. Nov 14, 2025Reported quarterly or annual results45
  6. Aug 15, 2025Reported quarterly or annual results47
  7. Mar 28, 2025Reported quarterly or annual results48
  8. Dec 27, 2024Reported quarterly or annual results49

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

209 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 61 major events, 49 insider forms, 13 large holders, 2 private raises, 63 other. The latest 20:

  1. Oct 7, 2026EFFECT EDGAR
  2. Oct 7, 2026424B3 EDGAR
  3. Sep 28, 2026S-3 EDGAR
  4. Sep 22, 2026D EDGAR
  5. Sep 16, 20268-K EDGAR
  6. Aug 28, 20268-K EDGAR
  7. Aug 14, 20268-K EDGAR
  8. Aug 13, 202610-Q EDGAR
  9. Aug 12, 2026EFFECT EDGAR
  10. Aug 12, 20268-K EDGAR
  11. Aug 12, 2026424B3 EDGAR
  12. Aug 7, 2026S-1 EDGAR
  13. Aug 5, 20268-K EDGAR
  14. Jul 21, 20268-K EDGAR
  15. Jun 2, 2026ARS EDGAR
  16. Jun 2, 2026DEFA14A EDGAR
  17. Jun 2, 2026DEF 14A EDGAR
  18. May 21, 2026PRE 14A EDGAR
  19. May 15, 20268-K EDGAR
  20. May 14, 202610-Q EDGAR

The 209 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

15 open-market trades by officers, directors and large owners since October 2021: 5 buys and 10 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Dec 29, 2025Luzon RonenChief Executive OfficerBuy3,750$0.78$2.9KForm 4
Dec 1, 2025Luzon RonenChief Executive OfficerBuy2,600$0.91$2.4KForm 4
Nov 25, 2025Luzon RonenChief Executive OfficerBuy14,000$0.90$12.6KForm 4
Nov 24, 2025Luzon RonenChief Executive OfficerBuy235$0.89$209Form 4
Nov 20, 2025Luzon RonenChief Executive OfficerBuy13,500$0.76$10.3KForm 4
Dec 30, 2024Luzon RonenChief Executive OfficerSale8,000$5.18$41.4KForm 4
Dec 30, 2024Kles OrChief Financial OfficerSale2,000$5.40$10.8KForm 4
Dec 30, 2024Pardo BillyCPO & COOSale8,000$5.18$41.4KForm 4
Dec 30, 2024AVATAR SECURITIES, LLC10% ownerSale120,624$4.85$585.1KForm 4
Nov 29, 2023Luzon RonenChief Executive OfficerSale4,683$0.68$3.2KForm 4
Sep 6, 2023Turchinsky IliaSale1,211$1.41$1.7KForm 4
Aug 24, 2023Turchinsky IliaSale2,013$2.47$5.0KForm 4
Nov 11, 2021Zigdon Shoshana Yael10% ownerSale85,000$1.05$89.3KForm 4
Nov 9, 2021Zigdon Shoshana Yael10% ownerSale20,000$1.15$23.0KForm 4
Nov 8, 2021Zigdon Shoshana Yael10% ownerSale90,000$1.13$102.1KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Ronen Luzon55$268.5K$543.3K57
2025Billy Pardo50$182.1K$247.5K57
2025Borja Cembrero Saralegui34$129.5K$243.8K57
2025Oren Elmaliah42$155.2K$181.6K57
2024Chief Executive Officer$204.0K$451.0K57
2024Chief Operating Officer and Chief Product Officer$159.0K$260.0K57
2024Chief Growth Officer$83.6K$100.3K57

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Sep 15, 2026Raised $2.5 million in a private offering of equity Form D: 1 investor so far Form D
  2. Oct 26, 2021Raised $8.5 million in a private offering of equity Form D: 5 investors so far Form D

SEC filer profile

How My Size Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARMy Size, Inc.2
  • CIK0001211805
  • Employer ID (EIN)51-03946376
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company6
  • Incorporated inDelaware6
  • Fiscal year endsDecember 312
  • Industry code (SIC)7372 Services-Prepackaged Software2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address4 Hanegev St,, Pob 1026,, Airport City, L3 70100002
  • Phone972-360090302
  • Shares outstanding728,482 as of Aug 13, 202614
  • Public float$4.0M as of Jun 30, 20256
  • AuditorSomekh Chaikin, Tel Aviv, Israel PCAOB ID 1057; no auditor attestation of internal control over financial reporting6
  • On EDGAR sinceDec 23, 20022
  • Filings614 in all: 8-K (177), 4 (78), 10-Q (47), UPLOAD (36), CORRESP (35), EFFECT (19), 3 (18), 10-K (15)2
    All 49 form types

    424B5 (12), DEF 14A (12), NT 10-Q (11), S-3 (11), 8-K/A (10), PRE 14A (10), SB-2/A (10), 424B3 (9), DEFA14A (7), S-8 (7), SC 13D/A (7), SC 13G (7), S-1 (6), S-3/A (6), SC 13G/A (6), S-1/A (5), 10-Q/A (4), ARS (4), D (4), DFAN14A (4), NT 10-K (4), SC 13D (4), 10-K/A (3), SB-2 (3), 10-12G/A (2), 10QSB (2), 144 (2), 424B4 (2), 8-A12B (2), REGDEX (2), 10-12B (1), 10-12B/A (1), 10-12G (1), 10KSB (1), 15-15D (1), 8-A12B/A (1), CERTNAS (1), CT ORDER (1), PRE 14C (1), RW (1), SCHEDULE 13D/A (1)

  • Latest filingsAnnual report (10-K) Apr 15, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Jun 2, 2026
    Latest 8-K (8-K) Sep 16, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.001 per shareMYSZNasdaq

From the cover page of the 10-K filed Apr 15, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks My Size Inc. names in Item 1A of its 10-K filed Apr 15, 2026: 51 risks under these headings, as written.6

  • Risks Related to Our Financial Position and Capital Requirements
  • Risks Related to Our Company and Our Business
  • Risks Related to Our Operations in Israel
  • Risks Related to Our Common Stock
  • We have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.
  • It is difficult to forecast our future performance, which may cause our financial results to fluctuate unpredictably.
  • We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive and may cause the market price of our common stock to decline.
  • Management has concluded that there is substantial doubt about our ability to continue as a going concern which could prevent us from obtaining new financing on reasonable terms or at all.
  • The market for our measurement technology is new and unproven, may experience limited growth.
  • Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broader market acceptance of our products.
  • We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which may make it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.
  • We acquired, ShoeSize.Me, Casi Nuevo’s Production Unit, Orgad and Naiz Fit and are seeking in the future to engage in additional acquisitions, joint ventures or collaborations which may increase our capital requirements, dilute our shareholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks. We may not realize the benefits of these acquisitions, joint ventures or collaborations.
The other 43 risks
  • If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations and financial condition may be adversely affected.
  • If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operations and financial condition could be adversely affected.
  • The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and custom development services.
  • Changes in economic conditions could materially affect our business, financial condition and results of operations.
  • Our growth depends, in part, on the success of our strategic relationships with third parties.
  • We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.
  • We rely on third-party hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significant interruption in our network or hosting and cloud services could adversely impact our operations and harm our business.
  • Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.
  • We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.
  • A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.
  • We incorporate artificial intelligence, or AI, and machine learning, or ML, into our products. This technology is new and developing and may present both compliance and reputational risks.
  • Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, data protection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive and confidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm our business, results of operations and financial condition.
  • We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.
  • We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base and generating revenue.
  • Our business operations and future development could be significantly disrupted if we lose key members of our management team.
  • If we are able to expand our operations, we may be unable to successfully manage our future growth.
  • Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.
  • We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.
  • Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.
  • Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.
  • A significant majority of Orgad’s revenue is from sales of products on Amazon’s U.S. Marketplace and any change, limitation or restriction on our ability to operate on Amazon’s platform or any other marketplace could have a material adverse impact to our business, results of operations, financial condition and prospects.
  • Orgad’s business depends on its ability to build and maintain strong product listings on e-commerce platforms. Orgad may not be able to maintain and enhance our product listings if it receives unfavorable customer complaints, negative publicity or otherwise fails to live up to consumers’ expectations, which could materially adversely affect our business, results of operations and growth prospects.
  • Orgad faces risks related to successfully optimizing and operating its fulfillment and customer service operations.
  • The variability in Orgad’s retail business places increased strain on its operations.
  • Our business could be negatively impacted by unsolicited takeover proposals, by shareholder activism or by proxy contests relating to the election of directors or other matters.
  • Scrutiny of sustainability and environmental, social, and governance, or ESG, initiatives could increase our costs or otherwise adversely impact our business.
  • Our business, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk.
  • Risks Related to Our Operations In Israel
  • Our headquarters and some of our operations are located in Israel, and therefore, political, economic and military conditions in Israel may affect our operations and results.
  • It may be difficult to enforce a non-Israeli judgment against the Company or its officers and directors.
  • Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economic instability that could harm our business and operating results.
  • A more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.
  • Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our common stock.
  • We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stock may be less attractive to investors.
  • We do not expect to pay any cash dividends in the foreseeable future.
  • We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result in dilution of shareholders’ interests in the company and could depress our stock price.
  • Our quarterly operating results may fluctuate significantly.
  • If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover material weaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult.
  • Our Certificate of Incorporation, Bylaws and Delaware law may have anti-takeover effects that could discourage, delay or prevent a change in control, which may cause our stock price to decline.
  • If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.
  • The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existing stockholders.
  • Were our common stock to become subject to the penny stock rules then this could result in U.S. broker-dealers becoming discouraged from effecting transactions in shares of our common stock.
  • Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our common stock.
  • We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.

Legal proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Shimon Shukron

In July 2024, we were served with a legal complaint filed by Shimon Shukron in the Magistrate’s Court in Herzliya for a monetary award in an amount of NIS 1,895,345 (approximately $510,000). The plaintiff alleges that due to the fire that broke out at Orgad’s warehouse in January 2023, the fire spread to the plaintiff’s business and caused heavy damage to the structure and contents, inventory of the business and loss of profits. We filed our statement of defense in September 2024. At this preliminary stage, the plaintiff did not provide sufficient documents to support his claims regarding the extent of the alleged damage. Based on the advice of the Company’s legal advisors, we have assessed the claim and estimate the potential exposure of NIS 325,000 (approximately $102,000).

The opening of Item 3, Legal Proceedings.6

Sources

The numbers on this page point here. Each one links to the record it came from.

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