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Item 9A. Controls and Procedures

2021-03-29 compared with 2020-03-19 · 495 added, 459 removed, 185 unchanged (84% of the section changed)

CONTROLS AND PROCEDURES

carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer

and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules

13a-15(e) and 15d-15(e)) as of December 31, 2019.

Based upon that evaluation, our principal executive officer and principal financial

officer concluded that, as of the end of the period covered in this Annual Report on Form 10-K, our disclosure controls and procedures

Disclosure Controls

We carried out an

evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief

Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)

and 15d-15(e)) as of December 31, 2020.

Based upon that evaluation, our principal executive officer and principal financial officer

concluded that, as of the end of the period covered in this Annual Report on Form 10-K, our disclosure controls and procedures

were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended, is recorded,

2 unchanged sentences

to allow timely decisions regarding required disclosure.

Management’s

Report on Internal Control Over Financial Reporting

internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records,

that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of

our management and directors;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of our assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control

over financial reporting at December 31, 2019.

In making this assessment, management used the criteria set forth by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).

that assessment under those criteria, management has determined that, as of December 31, 2019, our internal control over financial

reporting was effective.

Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal

Management’s Report on Internal

Control Over Financial Reporting

Management’s report was not subject to attestation by the Company’s registered public

accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers”

nor “accelerated

filers”

Our internal control

over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,

and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition

of our assets that could have a material effect on the financial statements.

Because of its inherent

limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including

our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting

at December 31, 2020.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).

Based on that assessment under those

criteria, management has determined that, as of December 31, 2020, our internal control over financial reporting was effective.

This Annual Report

on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant

to the exemption provided to issuers that are not “large accelerated filers”

nor “accelerated filers”

under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

in Internal Control Over Financial Reporting

have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control Over Financial

There have been no

changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

following table sets forth the name, age and positions of our executive officers and directors.

The following table sets forth the name,

age and positions of our executive officers and directors.

Chief Executive Officer and Director

4 unchanged sentences

Arik Kaufman (1)(2)(3)

Ilia (Eli) Turchinsky

Ilia Turchinsky

Chief Technology Officer

2 unchanged sentences

of our compensation committee

business background and certain other information about our directors and executive officers is set forth below:

Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013.

Since 2006, Ronen

Luzon has additionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions

market which provides technological solutions for integrated communication infrastructures, security and control systems.

to Malers, he held several senior marketing, sales management and professional services positions in a variety of international

high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.

Luzon graduated

from Middlesex University in London with a B.S.

The business background

and certain other information about our directors and executive officers is set forth below:

has served as our Chief Executive Officer and a member of our board of directors since September 2013.

Since 2006, Ronen Luzon

has additionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market

which provides technological solutions for integrated communication infrastructures, security and control systems.

Prior to Malers,

he held several senior marketing, sales management and professional services positions in a variety of international high tech

companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.

Luzon graduated from

Middlesex University in London with a B.S.

in IT and Business Information Systems.

We believe that Mr.

Luzon is qualified

to serve as a member of our board of directors because of his more than 20 years of experience in the technology sector.

Kles has served as our Chief Financial Officer since May 2016.

He is a certified public accountant with a broad, diverse financial

Luzon is qualified to serve

as a member of our board of directors because of his more than 20 years of experience in the technology sector.

served as our Chief Financial Officer since May 2016.

He is a certified public accountant with a broad, diverse financial background.

From May 2013 until April 2016 he served as Assistant Controller of Shikun and Binui-Solel Boneh Infrastructure Ltd.

and from December 2010 until May 2013 he served as an Associate at KPMG.

December 2010 until May 2013 he served as an Associate at KPMG.

Kles holds an MBA and a B.A.

in Business Management

and Accounting (specializing in financing) from The College of Management Academic Studies.

Kles is a certified public accountant

Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019.

From April 2010

until August 2013, Ms.

in Business Management and Accounting

(specializing in financing) from The College of Management Academic Studies.

Kles is a certified public accountant in Israel.

has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019.

From April 2010 until August

Pardo served as Senior Director of Product Management of Fourier Education.

Among her areas of expertise

are launching products from concept to successful delivery in various methodologies, including Fourier Education’s award-winning

einstein™

Among her areas of expertise are launching

products from concept to successful delivery in various methodologies, including Fourier Education’s award-winning einstein™

Science Tablet.

Prior to that Ms.

Pardo served in various product management positions including, Project Manager

of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&D Team Leader at Pricer

Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems.

Pardo received

an MBA from The Interdisciplinary Center and a B.A.

Pardo served in various product management positions including, Project Manager of Time to Know,

Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&D Team Leader at Pricer AB.

Pardo previously

served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems.

Pardo received an MBA from The Interdisciplinary

Center and a B.A.

in Computer Science from The Academic College of Tel-Aviv-Yaffo.

Branitzky has served as a member of our board of directors since March 2017.

Oron Branitzky

has served as a member of our board of directors since March 2017.

Barnitzky has vast experience in retail technology.

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experience in managing the sales of hi-tech solutions to retailers across the globe.

Elmaliah , has served as a member of our board of directors since May 2017.

In September 2015, Oren Elmaliah founded Accounting

Team IL and has acted as Account Manager since then.

Accounting Team IL is a financial consultancy and service provider to public

companies traded in Israel and abroad.

Oren Elmaliah ,

has served as a member of our board of directors since May 2017.

In September 2015, Oren Elmaliah founded Accounting Team IL and

has acted as Account Manager since then.

Accounting Team IL is a financial consultancy and service provider to public companies

traded in Israel and abroad.

Since February 2017, Mr.

Elmaliah has served as controller of BioBlast Pharma, and since

January 2017 he has served as Chief Financial Officer of Presstek Israel.

Elmaliah has served as controller of BioBlast Pharma, and since January

2017 he has served as Chief Financial Officer of Presstek Israel.

In addition, since September 2015, Mr.

served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has served as Local Financial

Report Consultant of Chiasma.

Elmaliah has served as

an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has served as Local Financial Report

Consultant of Chiasma.

From July 2011 until August 2015, Mr.

Elmaliah served as CPA, Financial Director of CFO Director

Ltd and from June 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited.

Elmaliah holds

a B.A in Accounting/Economics and a Msc.

Elmaliah served as CPA, Financial Director of CFO Director Ltd and

from June 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited.

Elmaliah holds a B.A

in Accounting/Economics and a Msc.

in Finance/Accounting from Tel Aviv University, Israel.

He is a licensed Certified Public

Accountant in Israel.

He is a licensed Certified Public Accountant

We believe that Mr.

Elmaliah is qualified to serve as a member of our board of directors because of his

vast finance experience and public company management and administration in the fields of finance, accounting, and financial regulation.

Kaufman has served as a member of our board of directors since June 2017.

Kaufman is an attorney specializing in the fields

of commercial law, corporate law and capital markets and since 2016 runs his own law office in Israel.

He has vast experience

in the fields of financial reporting and financial regulation.

Elmaliah is qualified to serve as a member of our board of directors because of his vast finance

experience and public company management and administration in the fields of finance, accounting, and financial regulation.

has served as a member of our board of directors since June 2017.

Kaufman is an attorney specializing in the fields of commercial

law, corporate law and capital markets and since 2016 runs his own law office in Israel.

He has vast experience in the fields

of financial reporting and financial regulation.

Since September 2017, Mr.

Kaufman serves as VP Business Development

of Mor Research Applications and since November 2016 he has served as General Legal Counsel of Mor Research Applications.

December 2008 until March 2016, Mr.

Kaufman serves as VP Business Development of Mor Research

Applications and since November 2016 he has served as General Legal Counsel of Mor Research Applications.

From December 2008 until

March 2016, Mr.

Kaufman was an attorney at Victor Tshuva and Co.

Kaufman interned at Baratz, Horn and

Kaufman interned at Baratz, Horn and Co.

Previously, Mr.

Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc.

February 2018, Mr.

Since February 2018, Mr.

Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr.

Kaufman has served as an external director of TechnoPlus Ventures.

In addition, since May 2016 he serves as a director of BGI

Investments 1961 Ltd.

Kaufman holds an LLB in Law from the Interdisciplinary Center, Herzliya, and is admitted to the Israeli

We believe that Mr.

Kaufman is qualified to serve as a member of our board of directors based upon his experience of assisting

with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships.

In addition, he

has served as a member of the board of various publicly traded companies, including companies that operate in the same industry

(Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019

as our Director of Technology.

Prior to joining us, from 2013 until 2018, Mr.

Turchinsky served in various roles, most recently

Chief Technology Officer, at MonkeyTech Ltd., a company that provides design, development and characterization of mobile applications.

Kaufman has served

as an external director of TechnoPlus Ventures.

In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd.

Kaufman holds an LLB in Law from the Interdisciplinary Center, Herzliya, and is admitted to the Israeli Bar.

We believe that

Kaufman is qualified to serve as a member of our board of directors based upon his experience of assisting with the completion

of numerous venture capital financings, mergers, acquisitions, and strategic relationships.

In addition, he has served as a member

of the board of various publicly traded companies, including companies that operate in the same industry as us.

Ilia Turchinsky has

served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology.

to joining us, from 2013 until 2018, Mr.

Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech

Ltd., a company that provides design, development and characterization of mobile applications.

Prior to that, Mr.

Turchinsky served in various roles including development course instructor at IQLine, was a founder of Arnavsoft

and was a software developer for MintLab and a political party.

Turchinsky served

in various roles including development course instructor at IQLine, was a founder of Arnavsoft and was a software developer for

MintLab and a political party.

Turchinsky holds a B.Sc.

from the Ben Gurion University in

Computer Science and an M.Sc.

from the Open University of Israel in Computer Science.

Relationships

Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband

from the Ben Gurion University in Computer Science and an M.Sc.

the Open University of Israel in Computer Science.

Family Relationships

Ronen Luzon, the Chief

Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife.

There are no other family relationships among any of our current or former directors or executive officers.

in Certain Legal Proceedings

are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any

matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any

of the items set forth under Item 401(f) of Regulation S-K.

are no agreements with respect to the election of directors.

Each director is elected for a period of one year at our annual meeting

of stockholders and serves until the next such meeting and until his or her successor is duly elected or until his or her earlier

resignation or removal.

Involvement in Certain Legal Proceedings

We are not aware of

any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,

insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth

under Item 401(f) of Regulation S-K.

Board of Directors

There are no agreements

with respect to the election of directors.

Each director is elected for a period of one year at our annual meeting of stockholders

and serves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation

The board may also appoint additional directors.

A director so chosen or appointed will hold office until

the next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier

resignation or removal.

Our board of directors has reviewed the materiality of any relationship that each of our directors has

with us, either directly or indirectly.

Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky

qualify as independent directors in accordance with the standards set by the Nasdaq and Rule 10A-3 promulgated under the Exchange

audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman.

Elmaliah serves as chairman of the audit

The audit committee is responsible for retaining and overseeing our independent registered public accounting firm,

approving the services performed by our independent registered public accounting firm and reviewing our annual financial statements,

accounting policies and our system of internal controls.

The audit committee acts under a written charter, which more specifically

sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.

The audit committee charter is available on our website www.mysizeid.com .

board of directors has determined that each member of the audit committee is “independent,”

as that term is defined

by applicable SEC rules.

A director so chosen or appointed will hold office until the next

annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier resignation

Our board of directors has reviewed the materiality of any relationship that each of our directors has with us, either

directly or indirectly.

Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent

directors in accordance with the standards set by the Nasdaq and Rule 10A-3 promulgated under the Exchange Act.

Committees of the Board

Audit Committee

Our audit committee,

is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman.

Elmaliah serves as chairman of the audit committee.

audit committee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services

performed by our independent registered public accounting firm and reviewing our annual financial statements, accounting policies

and our system of internal controls.

The audit committee acts under a written charter, which more specifically sets forth its

responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.

The audit committee

charter is available on our website www.mysizeid.com .

The board of directors

has determined that each member of the audit committee is “independent,”

as that term is defined by applicable SEC

In addition, the board of directors has determined that each member of the audit committee is “independent,”

as that term is defined by the rules of the Nasdaq Stock Market.

board of directors has determined that Oren Elmaliah is an “audit committee financial expert”

serving on its

audit committee, and is independent, as the SEC has defined that term in Item 407 of Regulation S-K.

compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman.

Branitzky serves as chairman of the compensation

compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the

compensation for our executives, the role and performance of our executive officers, and appropriate compensation levels for our

CEO, which are determined without the CEO present, and other executives.

Our compensation committee also administers our 2017

Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan.

The compensation committee acts under a written

charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation

committee’s composition and meetings.

The board of directors

has determined that Oren Elmaliah is an “audit committee financial expert”

serving on its audit committee, and

is independent, as the SEC has defined that term in Item 407 of Regulation S-K.

Compensation Committee

Our compensation committee

consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman.

Branitzky serves as chairman of the compensation committee.

The compensation committee’s

roles and responsibilities include making recommendations to the board of directors regarding the compensation for our executives,

the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without

the CEO present, and other executives.

Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017

Consultant Equity Incentive Plan.

The compensation committee acts under a written charter, which more specifically sets

forth its responsibilities and duties, as well as requirements for the compensation committee’s composition and meetings.

The compensation committee charter is available on our website www.mysizeid.com .

board of directors has determined that all of the members of the compensation committee are “independent”

that term is defined by the rules of the Nasdaq Stock Market.

and Corporate Governance Committee

members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman.

Kaufman serves

as chairman of the corporate governance and nominations committee.

The nominating and corporate governance committee acts under

a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the nominating

and corporate governance committee’s composition and meetings.

The nominating and corporate governance committee charter

is available on our website www.mysizeid.com .

nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles

for us and considers recommendations for director nominees.

Our board of directors

has determined that all of the members of the compensation committee are “independent”

as that term is defined

by the rules of the Nasdaq Stock Market.

Nominating and Corporate Governance

The members of the

nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman.

Kaufman serves as chairman

of the corporate governance and nominations committee.

The nominating and corporate governance committee acts under a written

charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate

governance committee’s composition and meetings.

The nominating and corporate governance committee charter is available

on our website www.mysizeid.com .

The nominating and

corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us and

considers recommendations for director nominees.

The nominating and corporate governance committee also considers stockholder

2 unchanged sentences

in our bylaws.

nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment

bankers and others.

The guidelines for selecting nominees, which are specified in the nominating committee charter, generally

provide that persons to be nominated:

be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image

and reputation;

have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience

and expertise;

be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and

to assume broad fiduciary responsibility.

nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,

background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors.

The nominating and corporate governance committee may require certain skills or attributes, such as financial or accounting experience,

to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members

to obtain a broad and diverse mix of board of directors members.

The nominating and

corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers and

The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that

persons to be nominated:

should be accomplished

in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;

should have relevant

experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;

should be of high

moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assume

broad fiduciary responsibility.

The nominating and

corporate governance committee will consider a number of qualifications relating to management and leadership experience, background

and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors.

The nominating

and corporate governance committee may require certain skills or attributes, such as financial or accounting experience, to meet

specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain

a broad and diverse mix of board of directors members.

The nominating and corporate governance committee will not distinguish

among nominees recommended by stockholders and other persons.

board of directors has determined that all of the members of the nominating and corporate governance committee are “independent”

Our board of directors

has determined that all of the members of the nominating and corporate governance committee are “independent”

that term is defined by the rules of the Nasdaq Stock Market.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange

Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities,

to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section

16(a) forms they file.

Based solely upon a review of copies of Section 16(a) reports and representations received by us from reporting

persons, a Form 4 was filed late by Ilia Turchinsky.

Section 16(a) of the Exchange Act requires our directors and

executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial

reports of ownership and reports of changes in ownership of our common stock and other equity securities.

Officers, directors and

greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

solely upon a review of copies of Section 16(a) reports and representations received by us from reporting persons, Form 4s were

filed late by Ronen Luzon, Or Kles, Billy Pardo, Ilia Turchinsky, Arik Kaufman, Oren Elmaliah and Oron Branitzky.

Code of Conduct and Ethics

We have a Code of Business

Conduct and Ethics that applies to all our employees.

The text of the Code of Business Conduct and Ethics is publicly available

on our website at www.mysizeid.com .

Information contained on, or that can be accessed through, our website does not

constitute a part of this report and is not incorporated by reference herein.

Disclosure regarding any amendments to, or waivers

from, provisions of the code of conduct and ethics that apply to our directors, principal executive and financial officers will

be posted on the “Investors-Corporate Governance”

section of our website at www.mysizeid.com or will

be included in a Current Report on Form 8-K, which we will file within four business days following the date of the amendment or

We have a Code of

Business Conduct and Ethics that applies to all our employees.

The text of the Code of Business Conduct and Ethics is publicly

available on our website at www.mysizeid.com .

Information contained on, or that can be accessed through, our website

does not constitute a part of this report and is not incorporated by reference herein.

Disclosure regarding any amendments to,

or waivers from, provisions of the code of conduct and ethics that apply to our directors, principal executive and financial officers

will be posted on the “Investors-Corporate Governance”

section of our website at www.mysizeid.com or

will be included in a Current Report on Form 8-K, which we will file within four business days following the date of the amendment

Change in Procedures for Recommending Directors

There have been no material

changes to the procedures by which our stockholders may recommend nominees to our board of directors from those procedures set

forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.

There have been no

material changes to the procedures by which our stockholders may recommend nominees to our board of directors from those procedures

set forth in our Proxy Statement for our 2020 Annual Meeting of Stockholders, filed with the SEC on June 15, 2020.

EXECUTIVE COMPENSATION

Compensation Table

following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and

December 31, 2018.

Summary Compensation Table

The following sets

forth the compensation paid by us to our named executive officers, during the years ended December 31, 2020 and December 31, 2019.

Name and Principal Position

Eli Walles (3)

Former Chairman of the Board

Chief Executive Officer

8 unchanged sentences

in Note 10 to our financial statements for the year ended December 31, 2020.

Walles’

employment as our Chairman ceased as

of June 1, 2019.

Other Compensation Table

“All Other Compensation”

All Other Compensation Table

The “All Other

Compensation”

amounts set forth in the Summary Compensation Table above consist of the following:

8 unchanged sentences

of time for educational or other permitted purposes.

social benefits for 2019 and 2018 for all named individuals includes tax payments in respect of social benefits, and additionally

in 2018, for each of Ronen Luzon and Billy Pardo, includes a sum of $5,000 for travel related expenses.

Other social benefits

for Eli Walles in 2019 includes payment for the balance of vacation days and for advance notice period.

with Named Executive Officers

November 18, 2018, My Size Israel, our wholly-owned subsidiary, entered into an employment agreement with Ronen Luzon, or the

Luzon Employment Agreement, pursuant to which Mr.

for 2020 and 2019 for all named individuals includes tax payments in respect of social benefits.

Agreements with Named Executive Officers

On November 18, 2018,

My Size Israel, our wholly-owned subsidiary, entered into an employment agreement with Ronen Luzon, or the Luzon Employment Agreement,

pursuant to which Mr.

Luzon will serve as our Chief Executive Officer.

Pursuant to the terms of the

Luzon Employment Agreement, Mr.

Luzon shall receive NIS 50,000 per month as his base salary and shall be eligible to receive such

bonus as determined by us.

Pursuant to the terms of the Luzon Employment Agreement,

Luzon shall receive NIS 50,000 per month as his base salary and shall be eligible to receive such bonus as determined by us.

In addition, Mr.

Luzon shall be entitled social benefits and to other benefits, including, but not

limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, including

insurance in case of disability, annual vacation days, sick leave and expense reimbursement.

Pursuant to the terms of the Luzon

Employment Agreement and subject to certain conditions, payments made by the Company to the pension fund or manager’s insurance

fund shall be made in lieu of severance payments due to Mr.

The term of the Luzon Employment Agreement shall be effective

as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75

days in advance of the termination of such agreement.

Luzon shall be entitled social benefits and to other benefits, including, but not limited to, contributions towards

an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual

vacation days, sick leave and expense reimbursement.

Pursuant to the terms of the Luzon Employment Agreement and subject to certain

conditions, payments made by the Company to the pension fund or manager’s insurance fund shall be made in lieu of severance

payments due to Mr.

The term of the Luzon Employment Agreement shall be effective as of September 1, 2018 and shall continue

until such time either party provides written notice to the other party at least 75 days in advance of the termination of such

We may also terminate Mr.

Luzon’s employment without prior written

notice (or payment in lieu of such notice) for Cause (as defined in the Luzon Employment Agreement).

November 18, 2018, My Size Israel entered into an employment agreement with Or Kles, or the Kles Employment Agreement, pursuant

Kles will serve as our Chief Financial Officer.

Luzon’s employment without prior written notice (or payment in lieu of such notice)

for Cause (as defined in the Luzon Employment Agreement).

On November 18, 2018,

My Size Israel entered into an employment agreement with Or Kles, or the Kles Employment Agreement, pursuant to which Mr.

will serve as our Chief Financial Officer.

Pursuant to the terms of the Kles Employment Agreement, Mr.

shall receive NIS 30,000 per month as his base salary and shall be eligible to receive such bonus as determined by us.

Kles shall be entitled to social benefits and other benefits, including, but not limited to, contributions towards an education

fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation

days, sick leave and expense reimbursement.

Pursuant to the terms of the Kles Employment Agreement and subject to certain conditions,

payments made by us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due

The term of the Kles Employment Agreement shall be effective as of September 1, 2018 and shall continue until such

time either party provides written notice to the other party at least 75 days in advance of the termination of such agreement.

We may also terminate Mr.

Kles’s employment without prior written notice (or payment in lieu of such notice) for Cause (as

defined in the Kles Employment Agreement).

November 18, 2018, My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant

Kles shall receive NIS

30,000 per month as his base salary and shall be eligible to receive such bonus as determined by us.

In addition, Mr.

be entitled to social benefits and other benefits, including, but not limited to, contributions towards an education fund, pension

scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days, sick leave

and expense reimbursement.

Pursuant to the terms of the Kles Employment Agreement and subject to certain conditions, payments

made by us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr.

The term of the Kles Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either

party provides written notice to the other party at least 75 days in advance of the termination of such agreement.

terminate Mr.

Kles’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined in

the Kles Employment Agreement).

On November 18, 2018,

My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant to which Ms.

Pardo will serve as our Chief Product Officer.

Pursuant to the terms of the Pardo Employment Agreement, Ms.

shall receive NIS 40,000 per month as her base salary and shall be eligible to receive such bonus as determined by us.

Pardo shall be entitled to social benefits and other benefits, including, but not limited to, contributions towards an education

fund, pension scheme, manager’s insurance ,insurance coverage, including insurance in case of disability, annual vacation

days, sick leave and expense reimbursement.

Pardo shall receive

NIS 40,000 per month as her base salary and shall be eligible to receive such bonus as determined by us.

In addition, Ms.

shall be entitled to social benefits and other benefits, including, but not limited to, contributions towards an education fund,

pension scheme, manager’s insurance ,insurance coverage, including insurance in case of disability, annual vacation days,

sick leave and expense reimbursement.

Pursuant to the terms of the Pardo Employment Agreement and subject to certain conditions,

5 unchanged sentences

(as defined in the Pardo Employment Agreement).

On November 18, 2018,

My Size Israel entered into an employment agreement with Eliyahu Walles, or the Walles Employment Agreement, pursuant to which

Walles will serve as our Chairman of the board of directors.

Pursuant to the terms of the Walles Employment Agreement, Mr.

Walles shall receive NIS 35,000 per month as his base salary and shall be eligible to receive such bonus as determined by us.

addition, Mr.

Walles shall be entitled to social benefits and other benefits, including, but not limited to, contributions towards

an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual

vacation days, sick leave and expense reimbursement.

Pursuant to the terms of the Walles Employment Agreement and subject to certain

conditions, payments made by us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments

The term of the Walles Employment Agreement shall be effective as of September 1, 2018 and shall continue until

such time either party provides written notice to the other party at least 75 days in advance of the termination of such agreement.

We may also terminate Mr.

Walles’

employment without prior written notice (or payment in lieu of such notice) for Cause (as

defined in the Walles Employment Agreement).

On June 2, 2019, Mr.

Walles tendered his resignation as Chairman of the board of directors, effective immediately.

In connection with Mr.

Walles’s

resignation, the Company and Mr.

Walles agreed to amend his employment agreement and subsequently entered into a Termination Agreement

dated as of July 23, 2019.

Under the terms of the Termination Agreement, Mr.

Walles’s term of employment with us cease as

of June 1, 2019, the advance notice period was amended to four months such that Mr.

Walles shall be entitled to receive four monthly

salaries, and the termination date of all vested options granted to Mr.

Walles was extended until June 1, 2020.

Equity Awards at Fiscal Year-End

following table provides information regarding options held by each of our named executive officers that were outstanding as of

December 31, 2019.

Outstanding Equity Awards at Fiscal

The following table

provides information regarding options held by each of our named executive officers that were outstanding as of December 31, 2020.

Option Awards

Name and Principal Position

Number of Securities Underlying Unexercised

Unexercisable

Eli Walles –

Former Chairman of the Board

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable

Option Exercise Price

Option Expiration Date

Shares that Have Not Vested

Market Value of

Shares, That Have Not Vested

Ronen Luzon - Chief Executive Officer

$ 112,000 (10)

Or Kles –

1 unchanged sentence

Billy Pardo- Chief Operating Officer

option has a grant date of July 24, 2017 and vested in full on January 24, 2018.

Walles’

term of employment with

the Company ceased as of June 1, 2019.

option has a grant date of May 29, 2019.

6,667 options vested immediately upon grant, 11,111 options vested on January 24,

2019, 11,111 options will vest on January 24, 2020 and 11,111 options will vest on January 24, 2021.

option has a grant date of July 24, 2017.

1,889 options vested immediately upon grant, 1,889 options vested on May 1, 2018

and 1,889 options vested on May 1, 2019.

option has a grant date of May 29, 2019.

4,000 options vested immediately upon grant, 3,333 options will vest on May 1, 2020,

3,333 options will vest on May 21, 2021 and 3,334 options will vest on May 1, 2022.

(1) The option has a grant date of July 24, 2017 and vested

in full on January 24, 2018.

(2) The option has a grant date of May 29, 2019.

5,334 options vested

immediately upon grant, 5,666 options vested on January 24, 2019, 5,667 options will vest on January 24, 2020 and 5,667 options

6,667 options

vested immediately upon grant, 11,111 options vested on January 24, 2019, 11,111 options vested on January 24, 2020 and 11,111

options vested on January 24, 2021.

(3) The option has a grant date of October 8, 2020, 40,000

options vested on November 26, 2020, 40,000 options will vest on May 26, 2021, 40,000 options will vest on November 26, 2021,

and 40,000 options will vest on May 26, 2022.

(4) The option has a grant date of July 24, 2017.

1,889 options

vested immediately upon grant, 1,889 options vested on May 1, 2018 and 1,889 options vested on May 1, 2019.

(5) The option has a

grant date of May 29, 2019.

4,000 options vested immediately upon grant, 3,333 options

vested on May 1, 2020, 3,333 options will vest on May 21, 2021 and 3,334 options will

vest on May 1, 2022.

option has a grant date of October 8, 2020, 37,500 options vested on November 26, 2020,

37,500 options will vest on May 26, 2021, 37,500 options will vest on November 26, 2021,

and 37,500 options will vest on May 26, 2022.

(7) The option has a

grant date of May 29, 2019.

5,334 options vested immediately upon grant, 5,666 options

vested on January 24, 2019, 5,667 options vested on January 24, 2020 and 5,667 options

will vest on January 24, 2021.

following table sets forth compensation information for our non-employee directors for the year ended December 31, 2019.

(8) 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.

Represents performance-based restricted stock units, each representing the right to receive one share of common stock, which vest (x) upon the Company generating revenue of at least $50,000 in the Russian Federation during the year ended 2020, or (y) upon the Company generating revenue of at least $500,000 in the Russian Federation during the year ending 2021.

The performance-based restricted stock units did not vest as of December 31, 2020.

The market value is based on the closing share price of $1.41 per share as of December 31, 2020.

Director Compensation

The following table

sets forth compensation information for our non-employee directors for the year ended December 31, 2020.

Fees earned or

Oron Barnitzky

for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6 respectively.

in this column represent the grant date fair value of options granted to the non-employee directors during 2019, computed

in accordance with FASB ASC Topic 718.

These amounts do not necessarily correspond to the actual value that may be realized

by the non-employee directors.

The assumptions made in valuing the options reported in this column are discussed in Note 10

to our financial statements for the year ended December 31, 2019.

(1) Fees for the year 2020 are

based on average US$/NIS representative exchange rates of NIS 3.437.

(2) Amounts in this column represent

the grant date fair value of options granted to the non-employee directors during 2020 computed in accordance with FASB ASC Topic

These amounts do not necessarily correspond to the actual value that may be realized by the non-employee directors.

The assumptions

made in valuing the options reported in this column are discussed in Note 11 to our financial statements for the year ended December

compensate our non-employee directors for their service as a member of our board.

Walles, our former Chairman, and

Luzon received no separate compensation for board service.

Walles’

Luzon’s compensation is set forth

above in the Summary Compensation Table.

Luzon received no separate compensation

for board service.

Luzon’s compensation is set forth above in the Summary Compensation Table.

Each non-employee director

3 unchanged sentences

the committee(s) on which that director serves.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Ownership of Certain Beneficial Holders and Management

following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 1, 2020

by (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each

of our executive officers, and (iv) all of our directors and executive officers as a group.

Except as otherwise indicated, the

persons named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject

to community property laws, where applicable.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial

Holders and Management

The following table

sets forth certain information regarding beneficial ownership of shares of our common stock as of March 26, 2021 by (i) each person

known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our executive

officers, and (iv) all of our directors and executive officers as a group.

Except as otherwise indicated, the persons named in

the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property

laws, where applicable.

Beneficial Owner (1)

1 unchanged sentence

Percentage (2)

Shoshana Zigdon

Executive officers and directors:

Ilia (Eli) Turchinsky

Ilia Turchinsky

Oren Elmaliah

1 unchanged sentence

All Executive Officers and Directors as a Group (7 persons)

address of each person is c/o My Size, Inc., 4 Hayarden St., POB 1026, Airport City, Israel 7010000 unless otherwise indicated

calculation in this column is based upon 2,600,701 shares of common stock outstanding on March 1, 2020.

Beneficial ownership

is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the

subject securities.

Shares of common stock that are currently exercisable or exercisable within 60 days of March 1, 2020 are

deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage beneficial

ownership of such person, but are not treated as outstanding for the purpose of computing the percentage beneficial ownership

of any other person.

of (i) 117,064 shares of common stock, (ii) options to purchase up to 38,890 shares of our common stock, and (iii) options

to purchase up to 26,665 shares of our common stock which are held by Billy Pardo, Ronen Luzon’s spouse.

be deemed to beneficially hold the securities of us held by Ms.

of an option to purchase 9,667 shares of our common stock.

of (i) options to purchase up to 26,665 shares of the Company’s common stock, (ii) 117,064 shares of common stock which

are held by Ronen Luzon, Billy Pardo’s spouse, and (iii) options to purchase up to 38,890 shares of our common stock

which are held by Ronen Luzon, Billy Pardo’s spouse.

Pardo may be deemed to beneficially hold the securities of

the Company held by Mr.

of options to purchase up to 1,893 shares of our common stock.

of options to purchase up to 2,334 shares of our common stock.

are not aware of any arrangement that might result in a change in control in the future.

We have no knowledge of any arrangements,

including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in the

Company’s control.

Authorized for Issuance Under Equity Compensation Plans

January 29, 2017, our board of directors approved the 2017 Equity Incentive Plan and the 2017 Consultant Equity Incentive Plan,

which were approved by our stockholders on March 21, 2017.

In addition, on January 29, 2017, our board of directors approved the

Stock Option Plan Israel Grantees Sub-Plan.

The 2017 Equity Incentive Plan initially authorized the issuance of up to 2,000,000

shares of common stock under the plan and the 2017 Consultant Equity Incentive Plan initially authorized the issuance of up to

3,000,000 shares of common stock under the plan.

On February 12, 2018, our stockholders approved an amendment to the 2017 Consultant

Equity Incentive Plan to increase the maximum number of shares of our common stock available for issuance under the plan from

3,000,000 to 4,500,000.

On July 3, 2018, our stockholders approved an amendment to the 2017 Equity Incentive Plan to increase

the maximum number of shares of our common stock available for issuance under the plan from 2,000,000 to 3,000,000 and an amendment

to the 2017 Consultant Equity Incentive Plan to increase the maximum number of shares of our common stock available for issuance

under the plan from 4,500,000 to 7,000,000.

following table summarizes information about our equity compensation plans and individual compensation arrangements as of December

* Less than 1%

(1) The address of each person is c/o My Size, Inc., 4 Hayarden

St., POB 1026, Airport City, Israel 7010000 unless otherwise indicated herein.

(2) The calculation in this column is based upon 12,145,547 shares of common stock outstanding on March

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment

power with respect to the subject securities.

Shares of common stock that are currently exercisable or exercisable within 60 days of

March 26, 2021 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage

beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentage beneficial

ownership of any other person.

(3) Consists of (i) 117,064 shares of common stock, (ii) options

to purchase up to 78,890 shares of our common stock, and (iii) options to purchase up to 59,165 shares of our common stock which

are held by Billy Pardo, Ronen Luzon’s spouse.

Luzon may be deemed to beneficially hold the securities of us held by

(4) Consists of an option to purchase 48,333 shares of our

common stock.

(5) Consists of (i) options to purchase up to 59,165 shares

of the Company’s common stock, (ii) 117,064 shares of common stock which are held by Ronen Luzon, Billy Pardo’s spouse,

and (iii) options to purchase up to 78,890 shares of our common stock which are held by Ronen Luzon, Billy Pardo’s spouse.

Pardo may be deemed to beneficially hold the securities of the Company held by Mr.

(6) Consists of options to purchase up to 16,532 shares of

our common stock.

(7) Consists of options to purchase up to 32,334 shares of

our common stock.

(8) Consists of options to purchase up to 32,334 shares of

our common stock.

(9) Consists of options to purchase up to 32,334 shares of

our common stock.

Change in Control

We are not aware of

any arrangement that might result in a change in control in the future.

We have no knowledge of any arrangements, including any

pledge by any person of our securities, the operation of which may at a subsequent date result in a change in the Company’s

Securities Authorized for Issuance Under Equity Compensation

On January 29, 2017,

our board of directors approved the 2017 Equity Incentive Plan and the 2017 Consultant Equity Incentive Plan, which were approved

by our stockholders on March 21, 2017.

In addition, on January 29, 2017, our board of directors approved the Stock Option Plan

Israel Grantees Sub-Plan.

The 2017 Equity Incentive Plan initially authorized the issuance of up to 133,334 shares of common stock

under the plan and the 2017 Consultant Equity Incentive Plan initially authorized the issuance of up to 200,000 shares of common

stock under the plan.

On February 12, 2018,

our stockholders approved an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximum number of shares of

our common stock available for issuance under the plan from 200,000 to 300,000.

On July 3, 2018, our stockholders approved an

amendment to the 2017 Equity Incentive Plan to increase the maximum number of shares of our common stock available for issuance

under the plan from 133,334 to 200,000 and an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximum number

of shares of our common stock available for issuance under the plan from 300,000 to 466,667.

On May 25, 2020, our

board reduced the exercise price of outstanding options of our employees and directors for the purchase of an aggregate of 140,237

of our common stock (with exercise prices ranging between $18.15 and $9.15) to $1.04 per share, and extended the term of the foregoing

options for an additional one year from the original date of expiration.

On August 10, 2020,

our stockholders approved an increase in the shares available for issuance under the 2017 Equity Incentive Plan from 200,000 to

1,450,000 shares, and a decrease of the numbers of shares available for issuance under the 2017 Consultant Incentive Plan to 216,667

shares from 466,667 shares.

The following table

summarizes information about our equity compensation plans and individual compensation arrangements as of December 31, 2020.

upon exercise of

9 unchanged sentences

Equity compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

years ended December 31, 2019 and 2018, except for compensation arrangements described elsewhere herein, we did not participate

in any transaction, and we are not currently participating in any proposed transaction, or series of transactions, in which the

amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year end for the last two

completed fiscal years, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holders,

or any member of the immediate family of the foregoing persons had, or will have, a direct or indirect material interest.

arrangements for our named executive officers and directors are described in the section entitled “Executive Compensation.”

Indemnification

Agreements and Directors’

CERTAIN RELATIONSHIPS AND

RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

During years ended

December 31, 2020 and 2019, except for compensation arrangements described elsewhere herein, we did not participate in any transaction,

and we are not currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded

the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years,

and in which, to our knowledge, any of our directors, officers, five percent beneficial security holders, or any member of the

immediate family of the foregoing persons had, or will have, a direct or indirect material interest.

Compensation arrangements

for our named executive officers and directors are described in the section entitled “Executive Compensation.”

Indemnification Agreements and Directors’

and Officers’

Liability Insurance

have entered into indemnification agreements with each of our directors and executive officers.

These agreements, among other

things, require us to indemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent

permitted by Delaware law against liabilities that may arise by reason of their service to us or at our direction, and to advance

expenses incurred as a result of any proceedings against them as to which they could be indemnified.

We also maintain an insurance

policy that insures our directors and officers against certain liabilities, including liabilities arising under applicable securities

“Item 10.

We have entered into

indemnification agreements with each of our directors and executive officers.

These agreements, among other things, require us

to indemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware

law against liabilities that may arise by reason of their service to us or at our direction, and to advance expenses incurred

as a result of any proceedings against them as to which they could be indemnified.

We also maintain an insurance policy that insures

our directors and officers against certain liabilities, including liabilities arising under applicable securities laws.

Director Independence

See “Item 10.

Directors, Executive Officers and Corporate Governance;

Corporate Governance, Board Composition”

a discussion regarding the independence of the members of our board of directors.

PRINCIPAL ACCOUNTING FEES AND SERVICES

following table sets forth the aggregate fees billed by Somekh Chaikin, a member firm of KPMG International as described below:

above for a discussion

regarding the independence of the members of our board of directors.

PRINCIPAL ACCOUNTING FEES

The following table

sets forth the aggregate fees billed by Somekh Chaikin, a member firm of KPMG International as described below:

Audit-Related Fees

All Other Fees

Audit Fees consist of fees billed for professional services performed by Somekh Chaikin for the audit of our annual

financial statements, the review of interim consolidated financial statements, and related services that are normally provided

in connection with registration statements, including the registration statement for S-1 and S-3.

Tax Fees may consist of fees for professional services, including tax and VAT consulting and compliance performed by an

independent registered public accounting firm.

All Other Fees:

Other Fees for 2018 consist of professional services for a transfer pricing study.

Policies and Procedures

accordance with the Sarbanes-Oxley Act of 2002, as amended, our audit committee charter requires the audit committee to pre-approve

all audit and permitted non-audit services provided by our independent registered public accounting firm, including the review

and approval in advance of our independent registered public accounting firm’s annual engagement letter and the proposed

fees contained therein.

The audit committee has the ability to delegate the authority to pre-approve non-audit services to one

or more designated members of the audit committee.

If such authority is delegated, such delegated members of the audit committee

must report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated members.

In the fiscal years ended December 31, 2019 and December 31, 2018 all of the services performed by our independent registered

public accounting firm were pre-approved by the audit committee.

Audit Fees consist of fees billed for professional services performed by Somekh Chaikin for the audit of our annual financial

statements, the review of interim consolidated financial statements, and related services that are normally provided in connection

with registration statements, including the registration statement for S-1 and S-3.

may consist of fees for professional services, including tax and VAT consulting and compliance performed by an independent registered

public accounting firm.

Pre-Approval Policies and Procedures

In accordance with

the Sarbanes-Oxley Act of 2002, as amended, our audit committee charter requires the audit committee to pre-approve all audit

and permitted non-audit services provided by our independent registered public accounting firm, including the review and approval

in advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained

The audit committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated

members of the audit committee.

If such authority is delegated, such delegated members of the audit committee must report to the

full audit committee at the next audit committee meeting all items pre-approved by such delegated members.

In the fiscal years

ended December 31, 2020 and December 31, 2019 all of the services performed by our independent registered public accounting firm

were pre-approved by the audit committee.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

financial statements required by this Item are included beginning at page F-1.

Exhibit Index

Financial Statements

The financial

statements required by this Item are included beginning at page F-1.

See Exhibit Index

FORM 10-K SUMMARY

Not applicable

EXHIBIT INDEX

Amended and Restated Certificate of Incorporation of My Size, Inc.

6 unchanged sentences

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 24, 2018)

Certificate of Amendment of Amended and Restated Certificate of Incorporation of My Size, Inc.

(incorporated by reference to the Company’s Current Report on Form 8-K filed on November 18, 2019)

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3/A filed on November 14, 2016)

1 unchanged sentence

Form of Warrant to Purchase Common Stock issued on February 2, 2018 (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed on March 27, 2019)

Description of Securities Registered under Section 12

Description of Securities Registered under Section 12 (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed on March 19, 2020)

Form of Warrant (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1, Amendment No.

1, filed with the SEC on May 5, 2020.)

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-1, Amendment No.

1, filed with the SEC on May 5, 2020)

My Size, Inc.

4 unchanged sentences

2017 Stock Option Plan Israel Grantees Sub-Plan (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on March 27, 2019)

Form of Securities Purchase Agreement (incorporated by reference as Exhibit 99.1 to the Company’s Registration Statement on Form S-3 filed on September 20, 2016)

Form of Warrant (incorporated by reference as Exhibit 99.3 to the Company’s Registration Statement on Form S-3 filed on September 20, 2016)

Cooperation Agreement between My Size and In Situ S.A.

dated as of November 7, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed on March 4, 2016)

Purchase Agreement between My Size, Inc.

and Shoshana Zigdon dated as of February 16, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed on March 4, 2016)

Contract for Services Regarding the Preparation of Public Funding Applications between My Size, Inc.

and PNO Polska Sp.

dated as of February 1, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on April 14, 2017)

Form of Securities Purchase Agreement dated February 13, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-3 filed on March 3, 2017)

Warrant issued to Longside Ventures LLC dated February 22, 2017 (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 filed on March 3, 2017)

Technology and License Agreement dated as of March 4, 2016 between My Size, Inc.

and LSY International, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 7, 2016).

Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 22, 2017)

Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 22, 2017)

Form of Securities Purchase Agreement dated October 26, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 27, 2017)

Form of Warrant issued October 30, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 27, 2017)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1/A filed on December 19, 2017)

Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on December 20, 2017)

Form of Leak-Out Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 20, 2017)

Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 1, 2018)

Form of Leak-Out Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 1, 2018)

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 1, 2018)

Employment Agreement between My Size Israel 2014 Ltd.

4 unchanged sentences

and Billy Pardo dated November 18, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2018)

Termination Agreement between My Size Israel 2014 Ltd.

and Eli Walles dated July 23, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2019)

the Market Offering Agreement between My Size, Inc.

At the Market Offering Agreement between My Size, Inc.

Wainwright & Co.

LLC dated September 13, 2019 (incorporated

by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on September 13, 2019)

LLC dated September 13, 2019 (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on September 13, 2019)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 15, 2020)

1 unchanged sentence

Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 15, 2020)

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed on March 21, 2018)

of Somekh Chaikin

Certification

of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification

of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification

of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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a management contract or any compensatory plan, contract or arrangement

to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual

Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 19th day of March, 2020.

Securities Purchase Agreement (incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1, Amendment No.

1, filed with the SEC on May 5, 2020)

Underwriting Agreement, dated January 5, 2021, by and between the Company and Aegis Capital Corp.

(incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on January 7, 2021)

Underwriting Agreement, dated March 22, 2021, by and between the Company and Aegis Capital Corp.

(incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on March 25, 2021)

List of Subsidiaries

Consent of Somekh Chaikin

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Filed herewith.

Indicates a management

contract or any compensatory plan, contract or arrangement

Pursuant to the requirements

of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form

10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 29th day of March, 2021.

MY SIZE, INC.

Chief Executive Officer

(Principle Executive Officer)

Financial Officer

Financial and Accounting Officer)

to the requirements of the Securities Act of 1934, this annual report on Form 10-K has been signed below by the following persons

on behalf of the registrant and in the capacities and on the dates indicated.

Executive Officer and Director

Executive Officer)

Financial Officer

Financial and Accounting Officer)

Chief Financial Officer

(Principal Financial and Accounting Officer)

Pursuant to the requirements

of the Securities Act of 1934, this annual report on Form 10-K has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Chief Executive

Officer and Director

(Principle Executive

Chief Financial

(Principal Financial and Accounting Officer)

Oren Elmaliah

Oron Branitzky

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures