Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
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, $0.001 par value per share | |
Trading Symbol | MYSZ | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,438,780 |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 1,127 | $ 2,100 |
Restricted cash | 123 | 263 |
Inventory | 1,043 | 997 |
Account receivables | 754 | 1,940 |
Other receivables and prepaid expenses | 945 | 758 |
Total current assets | 3,992 | 6,058 |
Long term deposits | 27 | 28 |
Property and equipment, net | 130 | 140 |
Operating right-of-use asset | 430 | 583 |
Intangible assets | 1,228 | 1,377 |
Goodwill | 1,403 | 1,395 |
Investment in JV | 58 | 99 |
Investment in marketable securities | 26 | 47 |
Total non-current assets | 3,302 | 3,669 |
Total assets | 7,294 | 9,727 |
Current liabilities: | ||
Operating lease liability | 145 | 159 |
Bank overdraft and short-term loans | 152 | 155 |
Trade payables | 1,531 | 2,487 |
Liabilities to Related parties | 622 | 698 |
Other payables | 657 | 680 |
Total current liabilities | 3,107 | 4,179 |
Long-term loans | 306 | 376 |
Deferred tax liabilities | 244 | 328 |
Operating lease liability | 204 | 308 |
Total non-current liabilities | 754 | 1,012 |
Total liabilities | 3,861 | 5,191 |
COMMITMENTS AND CONTINGENCIES | ||
Stockholders’ equity: | ||
Common stock of $0.001 par value - Authorized: 250,000,000 shares; Issued and outstanding: 2,438,780 and 1,464,117 as of June 30, 2023 and December 31, 2022, respectively | 2 | 1 |
Additional paid-in capital | 61,553 | 58,673 |
Accumulated other comprehensive loss | (676) | (637) |
Accumulated deficit | (57,446) | (53,501) |
Total stockholders’ equity | 3,433 | 4,536 |
Total liabilities and stockholders’ equity | $ 7,294 | $ 9,727 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 2,438,780 | 1,464,117 |
Common stock, shares outstanding | 2,438,780 | 1,464,117 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Revenue from Contract with Customer [Abstract] | |||||
Revenues | $ 1,290 | $ 801 | $ 2,010 | $ 1,205 | |
Cost of revenues () | [1] | (771) | (479) | (1,918) | (730) |
Gross profit | 519 | 322 | 92 | 475 | |
Operating expenses | |||||
Research and development | (227) | (390) | (569) | (802) | |
Sales and marketing | (967) | (895) | (1,646) | (1,854) | |
General and administrative | (879) | (689) | (1,923) | (1,576) | |
Total operating expenses | (2,073) | (1,974) | (4,138) | (4,232) | |
Operating loss | (1,554) | (1,652) | (4,046) | (3,757) | |
Financial income (expenses), net | 46 | (64) | (100) | (147) | |
Equity loss of equity method investees | (5) | (39) | |||
Loss before taxes | (1,513) | (1,716) | (4,185) | (3,904) | |
Taxes on income | 222 | 240 | |||
Net loss | (1,291) | (1,716) | (3,945) | (3,904) | |
Other comprehensive income (loss): | |||||
Foreign currency translation differences | (24) | 64 | (39) | 122 | |
Total comprehensive loss | $ (1,315) | $ (1,652) | $ (3,984) | $ (3,782) | |
Net Loss per share - basic | [2] | $ 0.53 | $ 1.68 | $ 1.80 | $ 3.88 |
Net Loss per share - diluted | [2] | $ 0.53 | $ 1.68 | $ 1.80 | $ 3.88 |
Weighted average number of shares - basic | [2] | 2,444,146 | 1,018,550 | 2,190,758 | 1,005,120 |
Weighted average number of shares - diluted | [2] | 2,444,146 | 1,018,550 | 2,190,758 | 1,005,120 |
[1]During the six and three month ended June 30, 2023, the Company recorded an inventory write-down of $ 643 0 1:25 reverse stock split |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||
Inventory mark-down | $ 0 | $ 643 |
Reverse stock split | 1:25 reverse stock split |
Condensed Consolidated Interi_5
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 | |||
Balance at Dec. 31, 2021 | $ 1 | $ 56,453 | $ (406) | $ (45,191) | $ 10,857 | |||
Balance, shares at Dec. 31, 2021 | 959,300 | |||||||
Stock-based compensation related to options granted to employees and consultants | [1] | 162 | [1] | 162 | ||||
Total comprehensive loss | [1] | [1] | 122 | (3,904) | (3,782) | |||
Issuance of shares in Business Combination () | 458 | [1] | 458 | |||||
Issuance of shares in Business Combination, shares | 62,777 | |||||||
Balance at Jun. 30, 2022 | $ 1 | 57,073 | (284) | (49,095) | 7,695 | |||
Balance, shares at Jun. 30, 2022 | 1,022,077 | |||||||
Balance at Mar. 31, 2022 | $ 1 | 57,025 | (348) | (47,379) | 9,298 | |||
Balance, shares at Mar. 31, 2022 | 1,015,101 | |||||||
Stock-based compensation related to options granted to employees and consultants | 48 | 48 | ||||||
Total comprehensive loss | 64 | (1,716) | (1,652) | |||||
Issuance of shares in Business Combination () | [2] | 1 | ||||||
Issuance of shares in Business Combination, shares | 6,976 | |||||||
Balance at Jun. 30, 2022 | $ 1 | 57,073 | (284) | (49,095) | 7,695 | |||
Balance, shares at Jun. 30, 2022 | 1,022,077 | |||||||
Balance at Dec. 31, 2022 | $ 1 | 58,673 | (637) | (53,501) | 4,536 | |||
Balance, shares at Dec. 31, 2022 | 1,464,117 | |||||||
Stock-based compensation related to options granted to employees and consultants | 222 | 222 | ||||||
Stock-based compensation related to options granted to employees and consultants, shares | (8,000) | |||||||
Issuance of shares, net of issuance cost of $341 | [3] | 2,658 | 2,658 | |||||
Issuance of shares, net of issuance cost of $341, shares | 162,000 | |||||||
Exercise of warrants and prefunded warrants | $ 1 | 1 | ||||||
Exercise of warrants and pre funded warrants, shares | 820,663 | |||||||
Total comprehensive loss | (39) | (3,945) | (3,984) | |||||
Balance at Jun. 30, 2023 | $ 2 | 61,553 | (676) | (57,446) | 3,433 | |||
Balance, shares at Jun. 30, 2023 | 2,438,780 | |||||||
Balance at Mar. 31, 2023 | $ 2 | 61,467 | (652) | (56,155) | 4,662 | |||
Balance, shares at Mar. 31, 2023 | 2,446,780 | |||||||
Stock-based compensation related to options granted to employees and consultants | [4] | 86 | 86 | |||||
Stock-based compensation related to options granted to employees and consultants, shares | (8,000) | |||||||
Total comprehensive loss | (24) | (1,291) | (1,315) | |||||
Balance at Jun. 30, 2023 | $ 2 | $ 61,553 | $ (676) | $ (57,446) | $ 3,433 | |||
Balance, shares at Jun. 30, 2023 | 2,438,780 | |||||||
[1]Adjusted to give retroactive effect of 1:25 reverse stock split, see Note 1(b)[2]Represents an amount less than $1[3]Represents an amount less than $1[4]Represents an amount less than $1 |
Condensed Consolidated Interi_6
Condensed Consolidated Interim Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net issuance cost | $ 341 |
Condensed Consolidated Interi_7
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Cash flows from operating activities: | |||
Net loss | $ (3,945) | $ (3,904) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 16 | 23 | |
Change in operating lease right-of-use asset | 88 | 20 | |
Amortization of intangible assets | 151 | 53 | |
Change in warrants and derivatives | 37 | ||
Change in liabilities to related parties | (76) | ||
Interest of long-term liabilities | 11 | ||
Interest paid | (11) | ||
Revaluation of investment in marketable securities | 23 | 11 | |
Change in Investment in JV | 39 | ||
Stock based compensation | 222 | 162 | |
Change in inventory | (95) | (455) | |
Change in deferred tax liabilities | (36) | (12) | |
Change in account receivable | 1,119 | (55) | |
Changes in operating lease liabilities | (68) | ||
Change in other receivables and prepaid expenses | (205) | (170) | |
Change in trade payables | (888) | (300) | |
Change in account payables | 15 | 520 | |
Net cash used in operating activities | (3,640) | (4,070) | |
Cash flows from investing activities: | |||
Acquisition of a subsidiary, net of cash acquired | (300) | ||
Purchase of property and equipment | (25) | ||
Net cash used in investing activities | (325) | ||
Cash flows from financing activities: | |||
Proceeds from issuance of shares, net of issuance costs | 2,658 | ||
Loans received | 18 | ||
Repayment of loans | (62) | (42) | |
Net cash provided by (used in) financing activities | 2,596 | (24) | |
Effect of exchange rate fluctuations on cash and cash equivalents | (69) | 201 | |
Increase (decrease) in cash, cash equivalents and restricted cash | [1] | (1,113) | (4,218) |
Cash, cash equivalents and restricted cash at the beginning of the period | 2,363 | 10,943 | |
Cash, cash equivalents and restricted cash at the end of the period | 1,250 | 6,725 | |
Non cash activities: | |||
Shares issued in Acquisition of a subsidiary | $ 457 | ||
[1]$ 973 140 |
Condensed Consolidated Interi_8
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) (Parenthetical) $ in Thousands | Jun. 30, 2023 USD ($) |
Statement of Cash Flows [Abstract] | |
Cash and cash equivalents | $ 973 |
Restricted cash | $ 140 |
General
General | 6 Months Ended |
Jun. 30, 2023 | |
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. In addition to the measurement technologies, following the Orgad International Marketing Ltd. (“Orgad”) acquisition as detailed below, the Company operates an online retailer platform, has expertise in e-commerce, supply chain, and has technology operating as a third-party seller on Amazon.com and other sites. Following the acquisition of Naizfit Bespoke Technologies, S.L (“Naiz” or “Naiz Fit”) in October 2022, the Company expanded its offering outreach and customer base. The Company has five subsidiaries, My Size Israel 2014 Ltd (“My Size Israel”), Topspin Medical (Israel) Ltd., and Orgad all of which are incorporated in Israel, My Size LLC which was incorporated in the Russian Federation, and Naiz Fit, a limited liability company incorporated under the laws of Spain. References to the Company include the subsidiaries unless the context indicates otherwise. b. During the six-month period ended June 30, 2023, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $ 57,446 The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of June 30, 2023, management is of the opinion that its existing cash will be sufficient to fund operations for a period less than 12 months. As a result, there is substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale of additional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needs them, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing, it may need to cease operations. The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern. On December 7, 2022, the Company’s board of directors approved a 1-for-25 |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
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. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2023. 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, 2022. b. Significant Accounting Policies: The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. 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) |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Note 3 - Financial Instruments The carrying amounts of cash and cash equivalents, restricted cash, 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 Significant Assets and Liabilities Measured at Fair Value on Recurring Basis June 30, 2023 Fair value hierarchy Level 1 Level 2 Level 3 Financial assets - - - Investment in marketable securities (*) - 26 - 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, 2022 Fair value hierarchy Level 1 Level 2 Level 3 Financial assets - - - Investment in marketable securities (*) - 47 - Derivatives (**) 10 (*) For the six and three-month periods ended June 30, 2023 and 2022, the Company recognized gain (loss) (based on quoted market prices with a discount due to security restrictions on iMine shares) of the marketable securities was $( 21 11 7 22 (**) The Derivatives includes in other receivables. December 31, 2022 Fair value hierarchy Level 1 Level 2 Level 3 Financial liabilities - - - Derivatives - 9 - |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
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 Cost of Revenues, Research and Development, Sales and Marketing and General and Administrative expenses as shown in the following table: Schedule of Stock Based Compensation Expenses 2023 2022 2023 2022 Six months ended June 30, Three months ended June 30, 2023 2022 2023 2022 Stock-based compensation expense – Cost of revenues 15 28 6 7 Stock-based compensation expense - Research and development 29 18 6 6 Stock-based compensation expense - Sales and marketing 55 58 15 19 Stock-based compensation expense - General and administrative 123 58 59 16 Stock-based compensation expense 222 162 86 48 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 and other equity awards to officers and key employees. The total number of shares of common stock which may be granted to directors, officers, employees under this plan, is limited to 289,000 On December 7, 2022, the Company’s stockholders approved an increase in the shares available for issuance under the 2017 Equity Incentive Plan from 230,800 289,000 On September 29, 2022, the Compensation Committee of the Company approved grants of restricted share awards under the Company’s 2017 Equity Incentive Plan to Ronen Luzon (CEO), Or Kles (CFO), Billy Pardo (COO), Ilia Turchinsky (CTO) and Ezequiel Javier Brandwain (CCO), pursuant to which were issued 100,000 24,000 24,000 16,000 12,000 The restricted shares vest in three equal installments on January 1, 2023, January 1, 2024 and January 1, 2025 for Ronen Luzon, Or Kles, Billy Pardo and Ilia Turchinsky and on January 27, 2023, January 27, 2024 and January 27, 2025 for Ezequiel Javier Brandwain, conditioned upon continuous employment with the Company, and subject to accelerated vesting upon a change in control of the Company On the same day, the Company granted five-year 10,000 5.25 During the six and three-month period ended June 30, 2023, the Company did not grant any stock options under the 2017 Employee Plan, no options were exercised and options to purchase 6,933 8,000 The total stock option compensation expense for employees during the six and three-month period ended June 30, 2023 and 2022 which was recorded was $ 162 44 61 15 The total stock option compensation expense relating to the Orgad acquisition during the six and three-month period ended June 30, 2023 and 2022 which was recorded was $ 60 118 25 33 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) |
Contingencies and Commitments
Contingencies and Commitments | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Commitments | Note 5 - Contingencies and Commitments 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 11,400 10,958 On or about March 13, 2023, the Supreme Court referred the case to its Alternative Dispute Program and ordered the cases to mediate. The mediation was held on July 26, 2023 and various settlement options were explored. A second day of mediation has been scheduled for August 14, 2023. The Company intends to vigorously defend any claims made by North Empire. The Company believes it is more likely than not that the counterclaims will be denied. 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) |
Operating Segments
Operating Segments | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Operating Segments | Note 6 – Operating Segments The Company has three reportable segments: (i) fashion and equipment e-commerce platform, and (ii) SaaS based innovative artificial intelligence driven measurement solutions and (iii) Naiz SaaS based innovative artificial intelligence driven measurement solutions. The fashion and equipment e-commerce platform which represent Orgad’s activity that was acquired by the Company, mainly operates on Amazon. The SaaS based innovative artificial intelligence driven measurement solutions, or SaaS Solutions operating segment consists of My Size Inc and My Size Israel and My Size LLC. Information related to the operations of the Company’s reportable operating segments is set forth below: Schedule of Reportable Operating Segments Fashion and equipment e-commerce platform SaaS Solutions Naiz Total As of the Six month ended June 30, 2023 Revenues from external customers 1,738 88 184 2,010 Operating (loss) income (956 ) (2,794 ) (296 ) (4,046 ) Fashion and equipment e-commerce platform Saas Solution Naiz As of June 30, 2023: Assets 2,522 4,107 2,558 Fashion and equipment e-commerce platform SaaS Solutions Naiz Total For the six months ended June 30, 2022 Revenues from external customers 1,112 93 - 1,205 Operating (loss) income 71 (3,828 ) - (3,757 ) Fashion and equipment e-commerce platform SaaS Naiz Total As of Three months ended June 30, 2023 Revenues from external customers 1,160 32 98 1,290 Operating (loss) income (131 ) (1,267 ) (156 ) (1,554 ) Fashion and equipment e-commerce platform SaaS Solutions Naiz Total As of Three months ended June 30, 2022 Revenues from external customers 752 49 - 801 Operating (loss) income (2 ) (1,650 ) - (1,652 ) Fashion and equipment e-commerce platform SaaS Solutions Naiz Total As of the year ended December 31, 2022 Revenues from external customers 4,132 224 103 4,459 Operating (loss) income (591 ) (7,181 ) (338 ) (8,110 ) Fashion and equipment e-commerce platform Saas Solution Naiz As of December 31, 2022: Assets 2,022 5,966 1,691 |
Significant events during the r
Significant events during the reporting period | 6 Months Ended |
Jun. 30, 2023 | |
Significant Events During Reporting Period | |
Significant events during the reporting period | Note 7 – Significant events during the reporting period a. On January 2, 2023, Orgad experienced a fire at its warehouse in Israel. The Company is not aware of any casualties or injuries associated with the fire. The Company shifted Orgad’s operation to its headquarters. The value of the inventory that was in the warehouse was approximately $ 640 50 b. On January 10, 2023, the Company entered into a securities purchase agreement pursuant to which the Company sold an aggregate of 162,000 278,899 883,798 441,899 441,899 3.055 3.054 In addition, the Company entered into a securities purchase agreement (the “PIPE Purchase Agreement”) pursuant to which the Company agreed to sell and issue in a private placement an aggregate of up to 540,098 1,080,196 540,098 540,098 3.054 The pre-funded warrants are immediately exercisable at an exercise price of $ 0.001 2.805 In connection with the PIPE Purchase Agreement, we entered into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company is required to file a resale registration statement (the “Registration Statement”), with the SEC, to register for resale the shares issuable upon exercise of the unregistered pre-funded warrants and the Series A and Series B warrants, within 20 days of the signing date of the PIPE Purchase Agreement (the “Signing Date”), and to have such Registration Statement declared effective within 60 days after the Signing Date in the event the Registration Statement is not reviewed by the SEC, or 90 days of the Signing Date in the event the Registration Statement is reviewed by the SEC. The Company will be obligated to pay certain liquidated damages if it fails to maintain the effectiveness of the Registration Statement. Aggregate gross proceeds to the Company in respect of the offerings was approximately $ 3,000 , before deducting fees payable to the placement agent and other offering expenses payable by the Company. The net proceeds were approximately $ 2,600 As of June 30, 2023, all the pre funded warrants were exercised. The Company also entered into a letter agreement (the “Engagement Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright agreed to serve as the exclusive placement agent for the Company in connection with the offerings. The Company paid Wainwright a cash placement fee equal to 7 1 85 15.95 68,740 3.8188 c. During May 2023, the Company initiated a transfer of the support, development and customer success operations to its recently acquired Spanish entity, Naiz Fit, that is intended to improve efficiency and lower costs between the Company’s operations in Israel and Naiz Fit. As part of this, the Company reduced headcount by 13 persons in Israel, including the termination of its Chief Commercial Officer, Ezequiel Javier Brandwain. This restructuring did not have a material impact on the Company’s results. The Company expects it to lower future operating costs without significant impact on revenues. |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 8 – Subsequent events On July 13, 2023, the compensation committee of the board of directors of the Company reduced the exercise price of outstanding options of certain officers and directors of the Company for the purchase of an aggregate of 23,575 26.00 1.09 8,001 5,760 6,094 The incremental compensation cost resulting from the repricing is approximately $ 10 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Significant Assets and Liabilities Measured at Fair Value on Recurring Basis | Schedule of Significant Assets and Liabilities Measured at Fair Value on Recurring Basis June 30, 2023 Fair value hierarchy Level 1 Level 2 Level 3 Financial assets - - - Investment in marketable securities (*) - 26 - 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, 2022 Fair value hierarchy Level 1 Level 2 Level 3 Financial assets - - - Investment in marketable securities (*) - 47 - Derivatives (**) 10 (*) For the six and three-month periods ended June 30, 2023 and 2022, the Company recognized gain (loss) (based on quoted market prices with a discount due to security restrictions on iMine shares) of the marketable securities was $( 21 11 7 22 (**) The Derivatives includes in other receivables. December 31, 2022 Fair value hierarchy Level 1 Level 2 Level 3 Financial liabilities - - - Derivatives - 9 - |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Based Compensation Expenses | The stock-based expense equity awards recognized in the financial statements for services received is related to Cost of Revenues, Research and Development, Sales and Marketing and General and Administrative expenses as shown in the following table: Schedule of Stock Based Compensation Expenses 2023 2022 2023 2022 Six months ended June 30, Three months ended June 30, 2023 2022 2023 2022 Stock-based compensation expense – Cost of revenues 15 28 6 7 Stock-based compensation expense - Research and development 29 18 6 6 Stock-based compensation expense - Sales and marketing 55 58 15 19 Stock-based compensation expense - General and administrative 123 58 59 16 Stock-based compensation expense 222 162 86 48 |
Operating Segments (Tables)
Operating Segments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Operating Segments | Information related to the operations of the Company’s reportable operating segments is set forth below: Schedule of Reportable Operating Segments Fashion and equipment e-commerce platform SaaS Solutions Naiz Total As of the Six month ended June 30, 2023 Revenues from external customers 1,738 88 184 2,010 Operating (loss) income (956 ) (2,794 ) (296 ) (4,046 ) Fashion and equipment e-commerce platform Saas Solution Naiz As of June 30, 2023: Assets 2,522 4,107 2,558 Fashion and equipment e-commerce platform SaaS Solutions Naiz Total For the six months ended June 30, 2022 Revenues from external customers 1,112 93 - 1,205 Operating (loss) income 71 (3,828 ) - (3,757 ) Fashion and equipment e-commerce platform SaaS Naiz Total As of Three months ended June 30, 2023 Revenues from external customers 1,160 32 98 1,290 Operating (loss) income (131 ) (1,267 ) (156 ) (1,554 ) Fashion and equipment e-commerce platform SaaS Solutions Naiz Total As of Three months ended June 30, 2022 Revenues from external customers 752 49 - 801 Operating (loss) income (2 ) (1,650 ) - (1,652 ) Fashion and equipment e-commerce platform SaaS Solutions Naiz Total As of the year ended December 31, 2022 Revenues from external customers 4,132 224 103 4,459 Operating (loss) income (591 ) (7,181 ) (338 ) (8,110 ) Fashion and equipment e-commerce platform Saas Solution Naiz As of December 31, 2022: Assets 2,022 5,966 1,691 |
General (Details Narrative)
General (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | ||
Dec. 07, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Accumulated deficit | $ 57,446 | $ 53,501 | |
Reverse stock split | 1:25 reverse stock split | ||
Board Of Directors [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Reverse stock split | 1-for-25 |
Schedule of Significant Assets
Schedule of Significant Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment in marketable securities | [1] | ||
Financial liabilities, Derivatives | |||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment in marketable securities | [1] | 26 | 47 |
Financial assets, Derivatives | [2] | 10 | |
Financial liabilities, Derivatives | 9 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment in marketable securities | [1] | ||
Financial liabilities, Derivatives | |||
[1]For the six and three-month periods ended June 30, 2023 and 2022, the Company recognized gain (loss) (based on quoted market prices with a discount due to security restrictions on iMine shares) of the marketable securities was $( 21 11 7 22 |
Schedule of Significant Asset_2
Schedule of Significant Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||||
Realized gain loss on marketable securities | $ 7 | $ 22 | $ 21 | $ 11 |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 86 | $ 48 | $ 222 | $ 162 |
Cost of Revenues [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 6 | 7 | 15 | 28 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 6 | 6 | 29 | 18 |
Selling and Marketing Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 15 | 19 | 55 | 58 |
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 59 | $ 16 | $ 123 | $ 58 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Sep. 29, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 07, 2022 | Dec. 06, 2022 | Mar. 31, 2017 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Restricted stock | $ 8,000 | ||||||||
Stock option compensation expense | $ 86,000 | $ 48,000 | 222,000 | $ 162,000 | |||||
Number of shares issued during acquisition | 1,000 | [1] | 458,000 | ||||||
Orgad Acquisition [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of shares issued during acquisition | 25,000 | 33,000 | 60,000 | 118,000 | |||||
Share-Based Payment Arrangement, Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock option compensation expense | $ 61,000 | $ 15,000 | $ 162,000 | $ 44,000 | |||||
2017 Employee Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of options granted | 289,000 | ||||||||
Common stock, expired | 6,933 | ||||||||
2017 Equity Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Shares available for issuance | 289,000 | 230,800 | |||||||
Restricted shares vested description | The restricted shares vest in three equal installments on January 1, 2023, January 1, 2024 and January 1, 2025 for Ronen Luzon, Or Kles, Billy Pardo and Ilia Turchinsky and on January 27, 2023, January 27, 2024 and January 27, 2025 for Ezequiel Javier Brandwain, conditioned upon continuous employment with the Company, and subject to accelerated vesting upon a change in control of the Company | ||||||||
Options term | 5 years | ||||||||
Options to purchase of ordinary shares | 10,000 | ||||||||
Options exercise price | $ 5.25 | ||||||||
2017 Equity Incentive Plan [Member] | Ronen Luzon [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of restricted shares grant | 100,000 | ||||||||
2017 Equity Incentive Plan [Member] | Or Kles [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of restricted shares grant | 24,000 | ||||||||
2017 Equity Incentive Plan [Member] | Billy Pardo [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of restricted shares grant | 24,000 | ||||||||
2017 Equity Incentive Plan [Member] | Ilia Turchinsky [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of restricted shares grant | 16,000 | ||||||||
2017 Equity Incentive Plan [Member] | Ezequiel Javier Brandwain [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of restricted shares grant | 12,000 | ||||||||
[1]Represents an amount less than $1 |
Contingencies and Commitments (
Contingencies and Commitments (Details Narrative) - North Empire LLC [Member] - USD ($) | Sep. 27, 2018 | Aug. 07, 2018 | Aug. 02, 2018 |
Loss contingency damages sought, value | $ 10,958 | $ 11,400 | |
Securities Purchase Agreement [Member] | |||
Loss contingency damages sought, value | $ 616,000 |
Schedule of Reportable Operatin
Schedule of Reportable Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | $ 1,290 | $ 801 | $ 2,010 | $ 1,205 | |
Assets | 7,294 | 7,294 | $ 9,727 | ||
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 1,290 | 801 | 2,010 | 1,205 | 4,459 |
Operating (loss) income | (1,554) | (1,652) | (4,046) | (3,757) | (8,110) |
Fashion and Equipment ECommerce Platform [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 1,160 | 752 | 1,738 | 1,112 | 4,132 |
Operating (loss) income | (131) | (2) | (956) | 71 | (591) |
Assets | 2,522 | 2,522 | 2,022 | ||
Saas Solutions [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 32 | 49 | 88 | 93 | 224 |
Operating (loss) income | (1,267) | (1,650) | (2,794) | (3,828) | (7,181) |
Assets | 4,107 | 4,107 | 5,966 | ||
Naiz [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 98 | 184 | 103 | ||
Operating (loss) income | (156) | (296) | (338) | ||
Assets | $ 2,558 | $ 2,558 | $ 1,691 |
Significant events during the_2
Significant events during the reporting period (Details Narrative) - USD ($) | 6 Months Ended | ||
Jan. 10, 2023 | Jan. 02, 2023 | Jun. 30, 2023 | |
Warrants exercise price | $ 2.805 | ||
Series A Warrants [Member] | |||
Warrants to purchase shares | 441,899 | ||
Series B Warrants [Member] | |||
Warrants to purchase shares | 441,899 | ||
Series A and Series B Warrants [Member] | |||
Offering price per share | $ 3.055 | ||
Concurrent Private Placement [Member] | |||
Warrants to purchase shares | 883,798 | ||
Private Placement [Member] | |||
Warrants to purchase shares | 540,098 | ||
Private Placement [Member] | Series A Warrants [Member] | |||
Warrants to purchase shares | 540,098 | ||
Private Placement [Member] | Series B Warrants [Member] | |||
Warrants to purchase shares | 540,098 | ||
Offering price per share | $ 3.054 | ||
Prefunded Warrant [Member] | |||
Warrants to purchase shares | 278,899 | ||
Prefunded Warrant [Member] | Series A and Series B Warrants [Member] | |||
Offering price per share | $ 3.054 | ||
Warrant [Member] | Private Placement [Member] | |||
Warrants to purchase shares | 1,080,196 | ||
Prefunded Warrants [Member] | |||
Warrants exercise price | $ 0.001 | ||
Common Stock and Pre-Funded Warrants [Member] | |||
Gross proceeds from issuance of common stock | $ 3,000 | ||
Sale of Stock, Consideration Received on Transaction | $ 2,600 | ||
Securities Purchase Agreement [Member] | |||
Securities purchase agreement agreed to sell | 162,000 | ||
Engagement Agreement [Member] | |||
Cash placemeny fee percentage | 7% | ||
Management and Service Fees, Rate | 1% | ||
Nonaccountable expense allowance | $ 85,000 | ||
Clearance fees | $ 15.95 | ||
Engagement Agreement [Member] | Warrant [Member] | |||
Warrants exercise price | $ 3.8188 | ||
Class of Warrant or Right, Outstanding | 68,740 | ||
Warehouse [Member] | |||
Inventory value | $ 640,000 | ||
Amount paid to lessor | $ 50,000 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - Subsequent Event [Member] | Jul. 13, 2023 USD ($) $ / shares shares |
Subsequent Event [Line Items] | |
Incremental compensation cost | $ | $ 10 |
Officers And Directors [Member] | |
Subsequent Event [Line Items] | |
Stock issued during period, shares, new issues | 8,001 |
Officers And Directors [Member] | Minimum [Member] | |
Subsequent Event [Line Items] | |
Exercise price per Share | $ / shares | $ 26 |
Officers And Directors [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Exercise price per Share | $ / shares | $ 1.09 |
Officers And Directors [Member] | Equity Option [Member] | |
Subsequent Event [Line Items] | |
Aggregate shares of common stock | 23,575 |
Chief Financial Officer [Member] | |
Subsequent Event [Line Items] | |
Stock issued during period, shares, new issues | 5,760 |
Chief Operating Officer And Chief Product Officer [Member] | |
Subsequent Event [Line Items] | |
Stock issued during period, shares, new issues | 6,094 |