What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-03-18 compared with 2021-03-29 · 854 added, 903 removed, 235 unchanged (88% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY

MY SIZE, INC.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

AND ITS SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2020

FINANCIAL STATEMENTS

OF DECEMBER 31, 2021

DOLLARS IN THOUSANDS

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Shareholders’

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

- - - - - - - - - - - - - -

Report of Independent Registered Public

Accounting Firm

To the Shareholders and Board of Directors

My Size, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets

of My Size, Inc.

and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of comprehensive

loss, shareholders’

equity, and cash flows for each of the years in the two-year period ended December 31, 2020, and the

related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its

operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with U.S.

accepted accounting principles.

Going Concern

The accompanying consolidated financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1d to the consolidated financial statements,

the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises

substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also

described in Note 1d.

The consolidated financial statements do not include any adjustments that might result from the outcome of

this uncertainty.

Basis for Opinion

These consolidated financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws

and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required

to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are

required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets

Statements of Comprehensive Loss

Statements of Shareholders’ Equity

Statements of Cash Flows

to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

the Shareholders and Board of Directors

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of My Size, Inc.

and subsidiaries (the Company) as of December 31, 2021 and

2020, the related consolidated statements of comprehensive loss, shareholders’ equity, and cash flows for each of the years in

the two-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements).

opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended December

31, 2021, in conformity with U.S.

generally accepted accounting principles.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1d to the consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations

and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern.

Management’s plans

in regard to these matters are also described in Note 1d.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising

from the current period audit of the consolidated financial statements that were communicated or required to be communicated to

the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements

and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Somekh Chaikin

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required

to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit

Somekh Chaikin

Member Firm of KPMG International

We have served as the Company’s auditor since 2017.

Tel Aviv, Israel

March 29, 2021

MY SIZE, INC.

Firm of KPMG International

have served as the Company’s auditor since 2017.

AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

dollars in thousands (except share

BALANCE SHEETS

dollars in thousands (except share data)

Current assets:

3 unchanged sentences

Accounts receivable

Other receivables and prepaid expenses

Total current assets

Other receivables and

prepaid expenses

current assets

Property and equipment, net

Right-of-use asset

Investment in marketable securities

Liabilities and shareholders’

Investment in marketable

Total non-current asset

Liabilities and shareholders’

Current liabilities:

3 unchanged sentences

Warrants and derivatives

Total current liabilities

current liabilities

Operating lease liability

Total non-current liabilities

non-current liabilities

CONTINGENCIES AND COMMITMENTS

Total Liabilities

SHAREHOLDERS’

SHAREHOLDERS’ EQUITY

Stock capital -

6 unchanged sentences

Accumulated deficit

Total shareholders’

Total liabilities and shareholders’

to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)

The accompanying notes are an integral

part of the consolidated financial statements.

MY SIZE, INC.

shareholders’ equity

liabilities and shareholders’ equity

accompanying notes are an integral part of the consolidated financial statements.

AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS

OF COMPREHENSIVE LOSS

dollars in thousands (except share

data and per share data)

STATEMENTS OF COMPREHENSIVE LOSS

dollars in thousands (except share data and per share data)

Cost of revenues

5 unchanged sentences

Operating loss

Financial income (expense), net

Other comprehensive income (loss):

Foreign currency translation differences

Total comprehensive loss

Basic loss per share (*)

Diluted loss per share (*)

Basic and diluted weighted average number of shares outstanding

to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)

The accompanying notes are an integral

part of the consolidated financial statements.

MY SIZE, INC.

Financial income (expense),

Other comprehensive income

Foreign currency translation

comprehensive loss

Basic and diluted loss

Basic and diluted weighted average number

of shares outstanding

accompanying notes are an integral part of the consolidated financial statements.

AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS

OF SHAREHOLDERS’

dollars in thousands (except share

STATEMENTS OF SHAREHOLDERS’ EQUITY

dollars in thousands (except share data)

comprehensive

stockholders’

Balance as of December 31, 2018

Stock-based compensation related to options granted to employees and consultants

Issuance of shares to consultants

Issuance of shares, net of issuance cost of $138

Reverse Stock Split (Note 10 (b)

Total comprehensive loss

stockholders’

Balance as of December 31, 2019

Stock-based compensation related to options granted to employees and consultants

Stock-based compensation related to options

granted to employees and consultants

Exercise of options granted to employees

Exercise of options granted to employees, shares

Restricted shares issued to shareholder (***)

Restricted shares issued to shareholder

(***) , shares

Issuance of shares, net of issuance cost of $ 1,160

1 unchanged sentence

Liability reclassified to equity ( ** )

Total comprehensive loss

Exercise of warrants

Exercise of warrants , shares

Total comprehensive

Balance as of December 31, 2020

(*) Represents

an amount of less than $1.

(**) See note 2 b

The accompanying notes are an integral

part of the consolidated financial statements.

MY SIZE, INC.

Stock-based compensation related to options

granted to employees and consultants

Exercise of options granted to employees

Restricted shares issued to shareholder ( *** )

Issuance of shares, net of issuance cost of $ 1,160

Exercise of warrants

Total comprehensive

income (loss)

Balance as of December 31, 2021

Represents an amount of less than

accompanying notes are an integral part of the consolidated financial statements.

AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS

OF CASH FLOWS

STATEMENTS OF CASH FLOWS

dollars in thousands

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of operating lease right-of-use asset

Cash flows from

operating activities:

Adjustments to reconcile net loss to net cash

used in operating activities:

Amortization of operating lease right-of-use

Revaluation of warrants and derivatives

Interest and revaluation of short-term deposit

Interest received on short-term deposits

Revaluation of investment in marketable securities

Capital loss on disposal of property and equipment

Restricted Shares issued to shareholder

Stock based compensation

Decrease (increase) in accounts receivable

(Increase) decrease in accounts receivable

Increase in other receivables and prepaid expenses

(Decrease) increase in trade payables

(Decrease) increase in accounts payables

Net cash used in operating activities

Cash flows from investing activities:

(Decrease) increase

in accounts payables

Net cash used in operating

Cash flows from

investing activities:

Proceeds from short-term deposits, net

Proceeds from (investment in) restricted deposits, net

Proceeds from (investment in) restricted deposits,

Investment in right to use asset

Purchase of property and equipment

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Proceeds from issuance of shares, net of issuance costs

Proceeds from Exercise of warrants and pre funded warrants

Proceeds from issuance of shares, warrants and short-term loan, net

Net cash provided by financing activities

Effect of exchange rate fluctuations on cash and cash equivalents

Increase (Decrease) in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at the beginning of the year

Cash and cash equivalents and restricted cash at the end of the year

The accompanying notes are an integral

part of the consolidated financial statements.

MY SIZE, INC.

Purchase of property

and equipment

Net cash provided by

(used in) investing activities

Cash flows from

financing activities:

Proceeds from issuance of shares, net of issuance

Proceeds from exercise of warrants and

pre funded warrants

Proceeds from exercise

Net cash provided by

financing activities

Effect of exchange rate fluctuations on cash

and cash equivalents

Increase (Decrease) in cash and cash equivalents

and restricted cash

Cash and cash equivalents

and restricted cash at the beginning of the year

Cash and cash equivalents

and restricted cash at the end of the year

accompanying notes are an integral part of the consolidated financial statements.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

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 (“DIY”) smartphone and tablet apps market.

The technology is driven by proprietary

algorithms, which are able to calculate and record measurements in a variety of novel ways.

The Company has three subsidiaries, My

Size Israel 2014 Ltd.

(“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporated in Israel

and My Size LLC which was incorporated in Russian Federation.

References to the Company include the subsidiaries unless the context

indicates otherwise.

My Size, Inc., was incorporated

and commenced operations in September 1999, as Topspin Medical Inc.

(“Topspin”), a private company registered in the

State of Delaware.

dollars in thousands (except share data and per share data)

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 (“DIY”) 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.

Company has three subsidiaries, My Size Israel 2014 Ltd.

(“My Size Israel”) and Topspin Medical (Israel) Ltd., both of

which are incorporated in Israel and My Size LLC which was incorporated in Russian Federation.

References to the Company include

the subsidiaries unless the context indicates otherwise.

Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc.

(“Topspin”), a private company

registered in the State of Delaware.

In December 2013, the Company changed its name to Knowledgetree Ventures Inc.

3 unchanged sentences

in the field of cardiology and urology.

Since September 1, 2005, the Company

has traded on the Tel Aviv Stock Exchange (“TASE”).

Between 2007 and 2012 the Company

reported as a public company with the U.S.

Securities and Exchange Commission (the “SEC”).

In August 2012, the Company

suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934.

In mid-2015, the Company

resumed reporting as a public company.

January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the

Company’s investors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including

the rights to the method and the certain patent application that had been filed by the Seller (the “Assets”).

Venture relates to the development of technologies and applications which will assist the consumer to take his or her body measurements

accurately using a mobile device to ensure the purchase of clothing with the best possible fit without the need to try them on.

In February 2014, the Company established

a wholly-owned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which is currently engaged in the development

of the Venture described above.

In return for purchasing an interest

in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct or indirect, connected

to the Venture for a period of seven years starting from the end of the Venture’s development period.

As part of the agreement, the Seller

received an option to buy back the Assets for consideration which will reflect the market fair value at that time, on the occurrence

of the following events:

September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).

2007 and 2012 the Company reported as a public company with the U.S.

Securities and Exchange Commission (the “SEC”).

2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934.

the Company resumed reporting as a public company.

January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the

Company’s investors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including

the rights to the method and the certain patent application that had been filed by the Seller (the “Assets”).

relates to the development of technologies and applications which will assist the consumer to take his or her body measurements accurately

using a mobile device to ensure the purchase of clothing with the best possible fit without the need to try them on.

February 2014, the Company established a wholly owned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which

is currently engaged in the development of the Venture described above.

return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18 % of the Company’s operating profit,

direct or indirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.

part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value

at that time, on the occurrence of the following events:

a) if a motion is filed to liquidate the Company;

b) if seven years after signing the agreement, the Company’s

total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS

In such an event, Seller may repurchase

the interest in the Venture at a market price to be determined by an independent third party valuation consultant, who shall be

chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company to determine

the identity of the consultant.

As of December 31, 2020, the Company has only generated limited

revenue and as a consequence of the passage of seven years since execution of the agreement with the Seller, the Seller, has a

right to repurchase the Assets for 90 days from February 16, 2021.

The Company intends to negotiate the waiver of the Seller’s

right to repurchase of the Assets and in consideration of such waiver expect to pay cash or issue shares of common stock and/or

common stock equivalents, or a combination of both.

July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.

The Company’s shares of common stock are listed both on the Nasdaq Capital Market and TASE.

Since inception, the Company has incurred significant

losses and negative cash flows from operations and has an accumulated deficit of $34,671.

The Company has financed its operations

mainly through fundraising from various investors.

The Company’s management

expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future.

on the projected cash flows and cash balances as of December 31, 2020, management is of the opinion that its existing cash will

be sufficient to fund operations until the end of January 2022.

As a result, there is substantial doubt about the Company’s

ability to continue as a going concern.

MY SIZE, INC.

b) if seven years after signing

the agreement, the Company’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent

will be lower than NIS 3.6 million .

such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuation

consultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the

Company to determine the identity of the consultant.

May 26, 2021, the Company, My Size Israel and Shoshana Zigdon entered into an Amendment to Purchase Agreement (the “Amendment”)

which made certain amendments to a Purchase Agreement between the parties dated February 16, 2014 (the “Purchase Agreement”).

Pursuant to the Amendment, Ms.

Zigdon agreed to irrevocably waive the right to repurchase certain assets related to the collection of

data for measurement purposes that My Size Israel acquired from Ms.

Zigdon under the Purchase Agreement and upon which the Company’s

business is substantially dependent, and all past, present and future rights in any of the intellectual property rights sold, transferred

and assigned to My Size Israel under the Purchase Agreement and any modifications, amendments or improvements made thereto, including,

without limitation, any compensation, reward or any rights to royalties or to receive any payment or other consideration whatsoever in

connection with such intellectual property rights (the “Waiver”).

In consideration of the Waiver, the Company issued 2,500,000

shares of common stock to Ms.

Zigdon in a private placement.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

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

dollars in thousands (except share data and per share data)

July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.

The Company’s shares of common stock are listed both on the Nasdaq Capital Market and TASE.

inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of

The Company has financed its operations mainly through fundraising from various investors.

Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the

foreseeable future.

Taking into account the proceeds from warrant exercises and the Company’s financing in October 2021 described

in note 10c and 10f below managements believes that cash on hand will be sufficient to meet its obligations.

Nevertheless, due to the recent acquisition of Orgad (as described in note 16a below) there is uncertainty regarding

the expected cash burn in the foreseeable future, and as such 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.

Company operates in one reportable segment and all of its long-lived assets are located in Israel.

2 unchanged sentences

largely concentrated in China, it has now spread to Israel and the United States, and infections have been reported globally.

Many countries around the world, including in Israel, have significant governmental measures being implemented to control the

spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and

other material limitations on the conduct of business.

countries around the world, including in Israel, have significant governmental measures being implemented to control the spread of

the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material

limitations on the conduct of business.

These measures have resulted in work stoppages and other disruptions.

The Company has implemented remote working and work place protocols for its employees in accordance with government requirements.

In addition, while the Company has seen an increased demand for MySizeID, the COVID-19 pandemic has had a particularly adverse

impact on the retail industry and this has resulted in an adverse impact on the Company’s marketing and sales activities.

For example, the Company has three ongoing pilots with international retailers that have been halted, the Company is unable to

participate physically in industry conferences, its ability to meet with potential customers is limited and in certain instances

sales processes have been delayed or cancelled.

The extent to which COVID-19 continues to impact the Company’s operations

will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration

and severity of the outbreak, and the actions that may be required to contain COVID-19 or treat its impact.

2 - SIGNIFICANT

The Company has implemented

remote working and work place protocols for its employees in accordance with government requirements.

In addition, while the Company

has seen an increased demand for MySizeID, the COVID-19 pandemic has had a particularly adverse impact on the retail industry and

this has resulted in an adverse impact on the Company’s marketing and sales activities.

The extent to which COVID-19 continues to impact the Company’s operations will depend on future developments, which are highly

uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may

be required to contain COVID-19 or treat its impact.

ACCOUNTING POLICIES

The consolidated financial statements are prepared according

to United States generally accepted accounting principles (“U.S.

GAAP”), applied on a consistent basis, as follows

consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S.

applied on a consistent basis, as follows

of estimates :

The preparation of financial statements

in conformity with U.S.

GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported

in the financial statements and accompanying notes.

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates, judgments and assumptions that

affect the amounts reported in the financial statements and accompanying notes.

Actual results could differ from those estimates.

In 2019 the currency of the primary

economic environment in which the operations of the Company and its subsidiary are conducted is the New Israeli Shekel (“NIS”)

and thus it is the Company’s and its subsidiary functional currency.

The reporting currency according to which these financial

statements are prepared is the U.S.

The Company reassessed its functional

currency and determined to change its functional currency to the U.S.

dollar from the NIS as of January 1, 2020.

The change in

functional currency was accounted for prospectively from such date.

Israel functional currency remains the NIS.

As a result of the change in the

Company’s functional currency, the Company reclassified its warrants that were outstanding as a financial liability in an

amount of $328 as at December 31, 2019 to equity.

MY SIZE, INC.

The currency of the primary economic

environment in which the operations of the Company is conducted is the United States Dollar and thus it is the Company’s

functional currency.

The reporting currency according to which these financial statements are prepared is the U.S.

The currency of the primary economic

environment in which the operation of the Subsidiary, My Size Israel functional currency is the New Israeli Shekel (“NIS”).

The currency of the primary economic

environment in which the operation of the Subsidiary, My Size LLC, functional currency is Russian Ruble.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

2 - SIGNIFICANT

dollars in thousands (except share data and per share data)

ACCOUNTING POLICIES (Cont.)

of consolidation :

The consolidated financial statements

include the accounts of the Company and its wholly-owned subsidiaries.

All intercompany balances and transactions have been eliminated

upon consolidation.

Cash equivalents are short-term

highly liquid investments that are readily convertible to cash with original maturities of three months or less at the date acquired.

consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

All intercompany balances

and transactions have been eliminated upon consolidation.

equivalents :

equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or

less at the date acquired.

and equipment :

Property and equipment are stated

at cost, net of accumulated depreciation.

Depreciation is calculated by the straight-line method over the estimated useful lives

of the assets, at the following annual rates:

and equipment are stated at cost, net of accumulated depreciation.

Depreciation is calculated by the straight-line method over the estimated

useful lives of the assets, at the following annual rates:

OF PROPERTY AND EQUIPMENT ANNUAL RATE

Computers and peripheral equipment

3 unchanged sentences

of long-lived assets :

The Company’s property and

equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, whenever events or

changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held

and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated

by the assets.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which

the carrying amount of the assets exceeds the fair value of the assets.

Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”,

whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets

to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to

be generated by the assets.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by

which the carrying amount of the assets exceeds the fair value of the assets.

Assets to be disposed of are reported at the lower of the

carrying amount or fair value less selling costs.

During the periods ended December 31, 2020 and 2019, no impairment losses have

been recorded.

The Subsidiary’s liability

for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”).

Under Section 14,

employees in Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to

their insurance funds.

During the periods ended December 31, 2021 and 2020, no impairment losses have been

Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”).

Under Section 14, employees in Israel are entitled to have monthly deposits, at a rate of 8.33 % of their monthly salary, made on their

behalf to their insurance funds.

Payments in accordance with Section 14 exempt the Subsidiary from any additional obligation for these

As a result, the Subsidiary does not recognize any liability for severance pay due to these employees and the deposits

under Section 14 are not recorded as an asset in the Subsidiary’s balance sheet.

These contributions for compensation

represent defined contribution plans and expenses are recorded based on actual deposits.

MY SIZE, INC.

As a result, the Subsidiary does not recognize any liability for severance pay due to these employees and the deposits under

Section 14 are not recorded as an asset in the Subsidiary’s balance sheet.

These contributions for compensation represent defined

contribution plans and expenses are recorded based on actual deposits.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

2 - SIGNIFICANT

dollars in thousands (except share data and per share data)

ACCOUNTING POLICIES (Cont.)

and development costs :

Research and development costs

are charged to the statement of operations, as incurred.

Most of the research and development expenses are for wages and subcontractors.

The Company accounts for income

taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected

future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’

Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and

liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

The Company assesses

the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based

upon the weight of available evidence, that it is more likely than not that all or a portion of deferred tax assets will not be

The Company establishes a valuation allowance, if necessary, to reduce deferred tax assets to the amount more likely

than not to be realized.

As of December 31, 2020, and 2019, a full valuation allowance was established by the Company.

The Company implements a two-step

approach to recognize and measure the benefit of its tax positions.

The first step is to evaluate the tax position taken or expected

to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,

on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals

or litigation processes.

The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative

basis) likely to be realized upon settlement.

The Company believes that its tax positions are all highly certain of being upheld

upon examination.

As such, as of December 31, 2020 and 2019 the Company has not recorded a liability for unrecognized tax benefits.

and development costs are charged to the statement of operations, as incurred.

Most of the research and development expenses are for

wages, related expenses and subcontractors.

Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities

for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’

Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities

using enacted tax rates in effect in the years in which the differences are expected to reverse.

The Company assesses the likelihood

that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available

evidence, that it is more likely than not that all or a portion of deferred tax assets will not be realized.

The Company establishes

a valuation allowance, if necessary, to reduce deferred tax assets to the amount more likely than not to be realized.

As of December

31, 2021, and 2020, a full valuation allowance was established by the Company.

Company implements a two-step approach to recognize and measure the benefit of its tax positions.

The first step is to evaluate the tax

position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely

than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related

appeals or litigation processes.

The second step is to measure the tax benefit as the largest amount that is greater than 50 percent

(cumulative basis) likely to be realized upon settlement .

The Company believes that its tax positions are all highly certain of being

upheld upon examination.

As such, as of December 31, 2021 and 2020 the Company has no t recorded a liability for unrecognized tax benefits.

for stock-based compensation :

The Company accounts for its employees’

stock-based compensation as an expense in the financial statements based on ASC 718.

All awards are equity classified and therefore

such costs are measured at the grant date fair value of the award and graded vesting attribution approach to recognize compensation

cost over the vesting period.

The Company estimates stock option grant date fair value using the Binomial option pricing-model.

The Company recorded stock options

issued to non-employees at the grant date fair value, and recognizes expenses over the related service period by using the straight-line

attribution approach in accordance with ASU 2018-07.

Company accounts for its employees’ stock-based compensation as an expense in the financial statements based on ASC 718.

awards are equity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting

attribution approach to recognize compensation cost over the vesting period.

The Company estimates stock option grant date fair

value using the Binomial and Black Scholes option pricing-model.

Company recorded stock options issued to non-employees at the grant date fair value, and recognizes expenses over the related service

period by using the straight-line attribution approach in accordance with ASU 2018-07.

All awards are equity classified.

The expected volatility of the

share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future

The risk-free interest rate for

grants with an exercise price denominated in USD for employees and several consultants is based on the yield from US treasury zero-coupon

bonds with an equivalent term.

The Company has historically not

paid dividends and has no foreseeable plans to pay dividends.

MY SIZE, INC.

expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative

of expected future trends.

risk-free interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield

from US treasury zero-coupon bonds with an equivalent term.

Company has historically not paid dividends and has no foreseeable plans to pay dividends.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

2 - SIGNIFICANT

dollars in thousands (except share data and per share data)

ACCOUNTING POLICIES (Cont.)

value of financial instruments :

ASC 820, Fair Value Measurements

and Disclosures, relating to fair value measurements, defines fair value and established a framework for measuring fair value.

The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market data obtained from

sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions

developed based on the best information available in the circumstances.

ASC 820 defines fair value as the price that would be received

to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date,

essentially an exit price.

820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework for

measuring fair value.

The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market

data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant

assumptions developed based on the best information available in the circumstances.

ASC 820 defines fair value as the price that would

be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

date, essentially an exit price.

In addition, the fair value of assets and liabilities should include consideration of non-performance

risk, which for the liabilities described below includes the Company’s own credit risk.

As a basis for considering such

assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies

in measuring fair value:

Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access.

Valuation adjustments and block discounts are not applied to Level 1 instruments.

Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The expected volatility of the

share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future

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 asset.

risk, which for the liabilities described below includes the Company’s own credit risk.

a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the

valuation methodologies in measuring fair value:

based on quoted prices in active markets for identical assets that the Company has the ability to access.

Valuation adjustments and

block discounts are not applied to Level 1 instruments.

Since valuations are based on quoted prices that are readily and regularly

available in an active market, valuation of these products does not entail a significant degree of judgment.

based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly

or indirectly.

based on inputs that are unobservable and significant to the overall fair value measurement.

expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative

of expected future trends.

Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publicly-traded

company on the OTCQB.

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 asset.

and diluted net loss per share :

Basic net loss per share is computed based on the weighted average

number of shares of common stock outstanding during each year.

Diluted net income per share is computed based on the weighted average

number of shares of common stock outstanding during each year plus dilutive potential equivalent common stock considered outstanding

during the year, in accordance with ASC 260, “Earnings per Share”.

For the year ended December 31, 2020, all outstanding

options and warrants have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive.

For the year ended December 31, 2019, some of the outstanding warrants have been included in the calculation of the diluted net

loss per share since their effect was dilutive.

As described in Note 10a, for accounting

purposes, the loss per share amounts have been adjusted to give retroactive effect to the Exchange Ratio and the Reverse Stock

Split for all periods presented in these consolidated financial statements.

Basic net loss per share is computed

based on the weighted average number of shares of common stock outstanding during each year.

Diluted net income per share is computed

based on the weighted average number of shares of common stock outstanding during each year plus dilutive potential equivalent common

stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”.

For the years ended

December 31, 2021 and 2020, all outstanding options and warrants have been excluded from the calculation of the diluted net loss

per share since their effect was anti-dilutive.

Concentrations

of credit risk :

Financial instruments that potentially

subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents.

Cash and cash equivalents are invested

in banks in Israel and United States.

Such deposits in Israel may be in excess of insured limits and are not insured in other jurisdictions.

Management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly,

minimal credit risk exists with respect to these investments.

The Company and its subsidiaries

have no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging

arrangements.

MY SIZE, INC.

instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and

cash equivalents.

and cash equivalents are invested in banks in Israel and United States.

Such deposits in Israel may be in excess of insured limits and

are not insured in other jurisdictions.

Management believes that the financial institutions that hold the Company’s investments

are financially sound and, accordingly, minimal credit risk exists with respect to these investments.

Company and its subsidiaries have no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts

or other foreign hedging arrangements.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

2 - SIGNIFICANT

dollars in thousands (except share data and per share data)

ACCOUNTING POLICIES (Cont.)

from contracts with customers :

The Company implemented ASC 606, Revenue from Contract with

To recognize revenue under ASC

606, the Company applies the following five steps:

Company implemented ASC 606, Revenue from Contract with Customers.

recognize revenue under ASC 606, the Company applies the following five steps:

the contract with a customer.

3 unchanged sentences

the transaction price.

The transaction price is determined based on the consideration to which the Company will be entitled in

exchange for providing the service to the customer.

The transaction price is determined based on the consideration to which the Company will be entitled in exchange

for providing the service to the customer.

the transaction price to performance obligations in the contract.

If a contract contains a single performance obligation, the

entire transaction price is allocated to the single performance obligation.

If a contract contains a single performance obligation, the entire

transaction price is allocated to the single performance obligation.

revenue when or as the Company satisfies a performance obligation.

When the Company provides a service, revenue is recognized

over the service term.

The Company’s revenue

is derived from License cloud-enabled software subscriptions, associated software maintenance and support.

Revenue is recognized when a

contract exists between the Company and a customer (business) and upon transfer of control of promised products or services to

customers in an amount that reflects the consideration we expect to receive in exchange for those products or services.

enters into contracts that can include various combinations of products and services, which may be capable of being distinct and

accounted for as separate performance obligations.

When the Company provides a service, revenue is recognized over

the service term.

Company’s revenue is derived from License cloud-enabled software subscriptions, associated software maintenance and support.

is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised products

or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services.

The Company enters into contracts that can include various combinations of products and services, which may be capable of being distinct

and accounted for as separate performance obligations.

In case of offerings such as cloud-enabled license services, other service elements

1 unchanged sentence

manner as the subscription services.

Product, Subscription and

Services Offerings

Such performance obligations includes cloud-enabled subscriptions,

software maintenance and technical support.

Fully hosted subscription services

(SaaS) allow customers to access hosted software during the contractual term without taking possession of the software.

subscription services are sold on a fee-per-subscription that is based on consumption or usage (per fit recommendation).

The Company recognizes revenue ratably over the contractual service

term for hosted services that are priced based on a committed number of transactions where the delivery and consumption of the

benefit of the services occur evenly over time, beginning on the date the services associated with the committed transactions are

first made available to the customer and continuing through the end of the contractual service term.

Over-usage fees and fees based

on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in

the transaction price of an arrangement as variable consideration.

Fees based on a number of transactions or impressions per month,

are allocated to the period in which the transactions occur.

Revenue for subscriptions sold as a fee per period is recognized ratably

over the contractual term as the customer simultaneously receives and consumes the benefit of the underlying service.

MY SIZE, INC.

Subscription and Services Offerings

performance obligations include cloud-enabled subscriptions, software maintenance and technical support.

hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of

the software.

Cloud-hosted subscription services are sold on a fee-per-subscription that is based on consumption or usage (per fit recommendation).

Company recognizes revenue ratably over the contractual service term for hosted services that are priced based on a committed number

of transactions where the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services

associated with the committed transactions are first made available to the customer and continuing through the end of the contractual

service term.

Over-usage fees and fees based on the actual number of transactions are billed in accordance with contract terms as these

fees are incurred and are included in the transaction price of an arrangement as variable consideration.

Fees based on a number of transactions

or impressions per month, are allocated to the period in which the transactions occur.

Revenue for subscriptions sold as a fee per period

is recognized ratably over the contractual term as the customer simultaneously receives and consumes the benefit of the underlying service.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

2 - SIGNIFICANT

dollars in thousands (except share data and per share data)

ACCOUNTING POLICIES (Cont.)

1 unchanged sentence

and Commitments

Liabilities for loss contingencies

arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability

has been incurred and the amount can be reasonably estimated.

Legal costs incurred in connection with loss contingencies are expensed

The Company accounts for its derivative

instruments as either assets or liabilities and measures them at fair value through profit or loss.

The Company implemented ASU 2016-02, Leases (Topic 842)

(“ASU 2016-02”).

for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable

that a liability has been incurred and the amount can be reasonably estimated.

Legal costs incurred in connection with loss contingencies

are expensed as incurred.

Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss.

The Company implemented ASU 2016-02, Leases

(Topic 842) (“ASU 2016-02”).

ASU 2016-02 is intended to increase transparency and comparability of accounting for lease transactions.

For all leases with terms greater than twelve months, the new guidance requires lessees to recognize right-of-use assets and corresponding

For all leases with terms greater than twelve months, the guidance requires lessees to recognize right-of-use assets and corresponding

lease liabilities on the balance sheet and to disclose qualitative and quantitative information about lease transactions.

standard maintains a distinction between finance leases and operating leases.

As a result, the effect of leases in the statement

of operations and statement of cash flows is largely unchanged.

ASU 2016-02 is effective starting January 1, 2019.

In July 2018,

the FASB issued ASU 2018-11, Leases - Targeted Improvements, to allow a company to elect an optional modified retrospective transition

method that applies the new lease requirements through a cumulative-effect adjustment in the period of adoption.

Effective as of

January 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying

the new standard at the adoption date.

The Company leases include an office space lease agreement for 36 months, with an option

to extend for an additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles.

lease term includes a non-cancellable period of the lease plus any additional periods covered by either a Company option to extend

(or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate)

maintains a distinction between finance leases and operating leases.

The Company leases include an office space lease agreement for 36

months, with an option to extend for an additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel

The lease term includes a non-cancellable period of the lease plus any additional periods covered by either a Company option

to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate)

the lease controlled by the lessor.

For the office rent lease the Company has elected to

account for the lease and non-lease maintenance components as a single lease component.

Therefore, the lease payments used to measure

the lease liability include all of the fixed consideration in the contract, including in-substance fixed payments, owed over the

Adoption of the new standard resulted in the recording of operating lease right-to-use assets and operating lease liabilities

on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginning balance of retained

earnings, consolidated statement of operations or statement of cash flows.

The most significant impact was the recognition of right-to-use

assets and lease liabilities on account of the Company’s operating leases.

MY SIZE, INC.

For the office rent lease, the

Company has elected to account for the lease and non-lease maintenance components as a single lease component.

Therefore, the lease payments

used to measure the lease liability include all of the fixed consideration in the contract, including in-substance fixed payments, owed

over the lease term.

cash are deposits for rent, credit card and for hedging activities.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

dollars in thousands (except share data and per share data)

AND CASH EQUIVALENTS

The Company’s cash and

cash equivalents balance at December 31, 2020 and 2019 is denominated in the following currencies:

Company’s cash and cash equivalents balance at December 31, 2021 and 2020 is denominated in the following currencies:

OF CASH AND CASH EQUIVALENT BALANCE

New Israeli Shekels

RECEIVABLES AND PREPAID EXPENSES

Prepaid expenses and other current assets

OF OTHER RECEIVABLES AND PREPAID EXPENSES

Prepaid expenses and other current

Government authorities

AND EQUIPMENT, NET

OF PROPERTY AND EQUIPMENT, NET

Balance as at January 1, 2020

14 unchanged sentences

As at December 31, 2021

MY SIZE, INC.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

In August 2019, the Company

entered into an office space lease agreement.

The lease term is for 36 months beginning on August 20, 2019 and ending on August

20, 2022, with an option to extend for an additional 36 months.

Monthly rent payments including utilities amounting to approximately

USD 14 (NIS 45,000) per month.

In addition, The Company entered

into a three-year cancelable operating lease agreement for cars.

Approximate future minimum

remaining rental payments due under these leases are as follows:

These leases generally have terms which range from 1 year to

6 years, and often include one or more options to renew.

These renewal terms can extend the lease term from 1 year to 6 years,

and are included in the lease term when it is reasonably certain that the Company will exercise the option.

These operating leases

are included in “Right of use asset”

on the Company’s December 31, 2020 consolidated balance sheets, and represent

the Company’s right to use the underlying asset for the lease term.

The Company’s obligations to make lease payments

are included in the current liabilities as “Operating lease liability”

and in the non-current liabilities as “Operating

lease liability - long term”

on the Company’s December 31, 2020 consolidated balance sheets.

Based on the present value

of the lease payments for the remaining lease term of the Company’s existing leases, the Company recognized right-of-use

asset and operating lease liability of approximately $127 on January 1, 2019.

Operating lease right-of-use asset and liabilities

commencing after January 1, 2019 are recognized at commencement date based on the present value of lease payments over the lease

As of December 31, 2020, right-of-use asset and operating lease liabilities were $708.

Right-of-use asset includes the capitalization

of improvements (net of amortization) amounting to $205.

Total right-of-use asset as of December 31, 2020 amounted to $911.

Because the rate implicit in

each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the

lease payments.

The interest rate

used to discount future lease payment was 8.69%.

dollars in thousands (except share data and per share data)

August 2019, the Company entered into an office space lease agreement.

The lease term is for 36 months beginning on August 20, 2019 and

ending on August 20, 2022 , with an option to extend for an additional 36 months .

Monthly rent payments including utilities amounting

to approximately USD 14 (NIS 45,000 ) per month .

addition, The Company entered into a three-year cancelable operating lease agreement for cars.

future minimum remaining rental payments due under these leases are as follows:

SCHEDULE OF FUTURE MINIMUM REMAINING RENTAL PAYMENTS

leases generally have terms which range from 1 year to 6 years, and often include one or more options to renew.

These renewal terms can

extend the lease term from 1 year to 6 years, and are included in the lease term when it is reasonably certain that the Company will

exercise the option .

These operating leases are included

in “Right of use asset” on the Company’s December 31, 2021 consolidated balance sheets, and represent the Company’s

right to use the underlying asset for the lease term.

The Company’s obligations to make lease payments are included in the current

liabilities as “Operating lease liability” and in the non-current liabilities as “Operating lease liability - long

term” on the Company’s December 31, 2021 consolidated balance sheets.

As of December 31, 2021, right-of-use of asset

lease liabilities were $ 138

and non current Operating lease liabilities were $ 473 .

Right-of-use asset includes the capitalization of improvements (net of amortization) amounting to $ 164 .

the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present

value of the lease payments.

interest rate used to discount future lease payment was 8.69 %.

of lease liabilities as of December 31, 2021 were as follows:

a 12-month period ended December 31,

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Less imputed interest:

Total lease liabilities

MY SIZE, INC.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

RELATED PARTY

dollars in thousands (except share data and per share data)

PARTY TRANSACTIONS

Balances with related parties:

The following related party payables are included

in trade payables and accounts payable.

(*) The amount includes

the net salary payable.

following related party payables are included in trade payables and accounts payable.

SCHEDULE OF RELATED PARTY PAYABLES

Due to related parties

amount includes the net salary payable.

Related parties benefits:

SCHEDULE OF RELATED PARTIES BENEFITS

Salaries and related expenses

Share based payments

FINANCIAL INSTRUMENTS

The following tables presents

the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classification

within the fair value hierarchy:

December 31, 2020

Fair value hierarchy

Related parties benefits

following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and

their classification within the fair value hierarchy:

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS

value hierarchy

Financial assets

Investment in marketable securities

December 31, 2020

Fair value hierarchy

value hierarchy

Financial liabilities

Warrants and derivative

December 31, 2019

Fair value hierarchy

value hierarchy

Financial assets

Investment in marketable securities

December 31, 2019

Fair value hierarchy

value hierarchy

Financial liabilities

Warrants derivative

MY SIZE, INC.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

FINANCIAL INSTRUMENTS (Cont.)

The carrying amounts of cash

and cash equivalents, restricted cash, restricted deposit, accounts receivable, other receivables and prepaid expenses, trade payable

and accounts payable approximate their fair value due to the short-term maturities of such instruments.

At December 31, 2020, the recognized

gain (loss) and fair value (based on quoted market prices with a discount due to security- restrictions on iMine shares) of the

marketable securities were $33 and $59, respectively (at December 31, 2019 ($192) and $26, respectively).

TAXES ON INCOME

At December 31, 2020, the Company had U.S.

federal net operating

loss carryforwards of approximately $22,303 available to reduce future taxable income.

dollars in thousands (except share data and per share data)

INSTRUMENTS (Cont.)

carrying amounts of cash and cash equivalents, restricted cash, short term restricted deposit, accounts receivable, other receivables

and prepaid expenses, trade payable and accounts payable approximate their fair value due to the short-term maturities of such instruments.

December 31, 2021, the recognized gain and fair value (based on quoted market prices with a discount due to security- restrictions

on iMine shares) of the marketable securities were $ 49

respectively (at December 31, 2020 33

respectively).

December 31, 2021, the Company had U.S.

federal net operating loss carryforwards of approximately $ 26,000

available to reduce future taxable income.

Utilization of the U.S.

net operating losses

may be subject to substantial limitations due to the change of ownership provisions of the Internal Revenue Code of 1986.

Company has final tax

assessments through 2013.

On December 22, 2017, the Tax

Reform Act was signed into law.

net operating losses may be subject to substantial limitations due to the change of ownership provisions

of the Internal Revenue Code of 1986.

Company has final tax assessments through 2013.

December 22, 2017, the Tax Reform Act was signed into law.

The legislation significantly changes U.S.

tax law by, among other things, lowering the U.S.

income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018.

As a result of the decrease in the corporate

income tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental

income tax expense in 2017 due to the revaluation of the valuation allowance.

Presented hereunder are the tax rates relevant to

the Company’s Israeli subsidiaries:

On December 22, 2016, the Knesset

plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectives in the Years 2017 and 2018)

2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps.

The first step was to

a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.

The Company’s Israeli subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately $58,563 as of December 31, 2020.

Of these losses, a total of $45,804 are owned by Topspin Medical (Israel) Ltd.

Topspin tax losses may be offset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time.

The other losses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.

Topspin Medical (Israel) Ltd.

has final tax assessments through

tax law by, among other things,

lowering the U.S.

corporate income tax rate from a maximum of 35 % to a flat 21 % rate, effective January 1, 2018.

As a result of the decrease

in the corporate income tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize

any incremental income tax expense in 2017 due to the revaluation of the valuation allowance.

hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:

SCHEDULE OF TAX RATES RELEVANT TO THE COMPANY'S ISRAELI SUBSIDIARY

Company’s Israeli subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes

of approximately $ 64,000

as of December 31, 2021.

losses, a total of $ 47,500

are owned by Topspin Medical (Israel)

Topspin tax losses may be offset only by future income with respect to the same operational activity by which it was incurred

for an indefinite period of time.

The other losses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against

future income for an indefinite period of time.

Medical (Israel) Ltd.

and My Size (Israel) 2014 Ltd.

has final tax assessments through 2015.

components of loss from continuing operations, before income taxes consisted of:

MY SIZE, INC.

and foreign components of loss from continuing operations, before income taxes consisted of:

SCHEDULE OF COMPONENTS OF LOSS FROM CONTINUING OPERATIONS, BEFORE INCOME TAXES

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

TAXES ON INCOME

Deferred taxes:

Deferred taxes reflect the net

tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and

the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets are as follows:

dollars in thousands (except share data and per share data)

ON INCOME (Cont.)

taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting

purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets are as follows:

SCHEDULE OF DEFERRED TAX ASSETS

Deferred tax assets:

6 unchanged sentences

Net deferred tax asset

The following table presents

a reconciliation of the beginning and ending valuation allowance:

following table presents a reconciliation of the beginning and ending valuation allowance:

SCHEDULE OF RECONCILIATION OF VALUATION ALLOWANCE

Balance at beginning of the year

Additions in valuation allowance to the income statement

Reductions in valuation allowance

due to exchange rate differences and change in tax rate

Balance at end of the year

In assessing the realization

of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets

will not be realized.

The ultimate realization of

the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences

are deductible and net operating losses are utilized.

Based on consideration of these factors, the Company recorded a full valuation

allowance at December 31, 2020 and 2019.

Theoretical tax

The following presents the adjustment

between the theoretical tax amount and the tax amount included in the financial statements:

Additions in valuation allowance to the income

in valuation allowance due to exchange rate differences

Balance at end of the

assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of

the deferred tax assets will not be realized.

ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which

temporary differences are deductible and net operating losses are utilized.

Based on consideration of these factors, the Company recorded

a full valuation allowance at December 31, 2021 and 2020.

following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:

OF COMPONENTS OF INCOME TAX EXPENSES BENEFITS

Loss before income taxes

Statutory tax rate

Computed “expected”

Foreign tax rate differences and exchange rate differences

Computed “expected” tax income

Foreign tax rate differences and exchange rate

Nondeductible expenses

Change in valuation allowance

Change in valuation

Taxes on income

MY SIZE, INC.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

SHAREHOLDERS’

Common stock confers

upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right to

receive dividends if declared.

On November 18, 2019, the Company

announced that the Board approved a one-for-fifteen reverse stock split of its common stock (the “Reverse Stock

Split”).

Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common

stock is automatically converted into one share of common stock, without any change in the par value per share.

a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise

of all outstanding options and warrants entitling the holders to purchase common stock.

Any fraction of a share of common

stock that would otherwise have resulted from the Reverse Stock Split was rounded up to the next whole number.

For accounting purposes, all share

and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect the Reverse Stock

Split for all periods presented in these financial statements.

Any fractional shares that resulted from the Reverse Stock

Split were rounded up to the nearest whole share.

In connection with a loan agreement that was conducted on October 2017 and the public offerings that the Company conducted on December, 2017 and February 2018 as a result of the change in the Company’s functional currency, the Company reclassified its warrants that were outstanding as a financial liability in an amount of $328 as at December 31, 2019 to equity.

On September 13, 2019, the Company

entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright.

According to the agreement, the

Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to

$5.5 million through HC Wainwright, or the ATM Prospectus Supplement.

From September 13, 2019 until December 31, 2019,

the Company issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting

in net proceeds of $418.

The Company paid a commission equal to 3% of the gross proceeds from the sale of our shares of

common stock under the ATM Prospectus.

On January 15, 2020, the Company terminated the ATM Prospectus, but the Sales agreement

remains in full force and effect.

The common stock is accounted

for under equity, resulting in an increase of $266 after deducting legal and other related expenses.

MY SIZE, INC.

dollars in thousands (except share data and per share data)

SHAREHOLDERS’

stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the

right to receive dividends if declared.

January 8, 2021, the Company conducted a public offering of its securities pursuant to which it issued 1,569,179 shares of its common

stock for gross proceeds of $ 2,008 .

The net proceeds to the Company from the offering were approximately $ 1,700 , after deducting

placement agent’s fees and other estimated offering expenses payable by the Company.

2021, a holders of warrants exercised warrants to purchase 3,377,710 ordinary shares of the

Company in exchange for $ 3,709 .

March 25, 2021, the Company conducted a public offering of its shares of common stock pursuant to which it issued 2,618,532 shares

of its common stock for gross proceeds of $ 3,300 .

The net proceeds to the Company from the offering were approximately $ 2,872 , after

deducting placement agent’s fees and other estimated offering expenses payable by the Company.

On May 7, 2021, the Company issued an additional 392,780 shares of

the Company’s common stock in connection with the full exercise of the underwriter’s overallotment option granted in the

Company’s March 2021 public offering.

These additional shares were sold to the underwriter at a public offering price of $ 1.26

per share, resulting in additional net proceeds to the Company, net of the underwriting discount, of approximately $ 463 .

May 26, 2021, the Company issued 2,500,000 shares of common stock to Ms.

Zigdon in consideration

of the Waiver.

See note 1(b) above.

October 28, 2021, the Company sold in a registered direct offering 2,514,800 shares of its common stock and, in a concurrent private

placement, an aggregate of 1,886,100 unregistered warrants to purchase shares of common stock, at an offering price of $ 1.352 per

share and associated warrant.

In addition, on the same day, the Company sold in a private placement 3,772,208 unregistered shares

of common stock and unregistered warrants to purchase up to an aggregate of 2,829,156 shares of common stock at the same purchase

price as in the registered direct offering.

The warrants are immediately exercisable and will expire five years from issuance at

an exercise price of $ 1.26 per share, subject to adjustment as set forth therein.

The gross proceeds from the offerings were $ 8,500 .

The net proceeds to the Company from the offerings were approximately $ 7,560 , after deducting placement agent’s fees and other

estimated offering expenses payable by the Company.

In connection with the offerings, the Company issued to the placement agent warrants

to purchase 440,091 shares on substantially the same terms as the purchasers in the offerings at an exercise price of $ 1.69 per share

and a term expiring on October 26, 2026 .

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

SHAREHOLDERS’

dollars in thousands (except share data and per share data)

SHAREHOLDERS’

EQUITY (Cont.)

A summary of the

warrant activity during the years ended December 31, 2020 and 2019 is presented below:

summary of the warrant activity during the years ended December 31, 2021 and 2020 is presented below:

OF WARRANT ACTIVITY

Outstanding, December 31, 2019

2 unchanged sentences

Expired or exercised

( 3,377,710 )

Outstanding, December 31, 2021

Exercisable, December 31, 2021

(*) Pursuant to the

anti-dilution adjustment provisions in outstanding warrants, the per share exercise price

was reduced to $4.1, following the issuance of shares of common stock under the Company’s

at-the-market offering program.

BASED COMPENSATION

stock-based expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketing

and General and Administrative expenses as shown in the following table:

OF STOCK BASED COMPENSATION EXPENSES

Stock-based compensation expense

- Research and development

Stock-based compensation expense - Sales and

Stock-based compensation

The stock-based expense recognized

in the financial statements for services received is related to Research and Development, Sales and Marketing and General and

Administrative expenses as shown in the following table:

Stock-based compensation expense - Research and development

Stock-based compensation expense - Sales and marketing

Stock-based compensation expense - General and administrative

MY SIZE, INC.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

expense - General and administrative

Stock-based compensation

Options issued to consultants

In April 2017, the Company engaged

a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategic advisory

for a period of two years.

For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue

to Consultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.

During 2019 Company issued 10,417

shares of common stock to Consultant3.

During the years 2020 and 2019,

costs in the sum of $0 and $48, respectively, were recorded as a stock-based compensation expense.

In August 2018, the Company entered

into an agreement with a consultant (“Consultant10”) to provide services to the Company including promoting

the Company’s products and services.

Pursuant to such agreement and in consideration for such consulting services,

the Company agreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock

at an exercise price of $15.00 per share.

The options shall vest quarterly in eight equal installments and shall terminate

five years after the grant date.

The board approved the issuance on August 15, 2018.

During 2020 and 2019, amounts

of $17 and $22 respectively, were recorded by the Company as stock-based equity -awards respectively, with respect to

Consultant10.

In December 2018, the Company

entered into an agreement with a consultant (“Consultant11”) to provide services to the Company including

promoting the Company’s products and services.

Pursuant to such agreement and in consideration for such consulting

services, the Company agreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common

stock at an exercise price of $11.325 per share.

The options shall vest quarterly in four equal installments and shall

terminate five years after the grant date.

The board approved the issuance on December 27, 2018.

During 2020 and 2019, an amount

of $0 and $29 respectively, were recorded by the Company as a stock-based equity-awards with respect to Consultant11.

In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company including promoting the Company’s products and services via potential sources of media.

Pursuant to said agreement and in partial consideration for such consulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock upon execution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock.

The warrants are exercisable at $15.00 per share and have a term of 12 months from the date of issuance.

The warrants were not exercised and expired.

During 2020 and 2019, an amount

of $0 and $42 respectively, was recorded by the Company as stock-based equity awards with respect to Consultant12.

MY SIZE, INC.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

STOCK BASED COMPENSATION

In April 2019, the

Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Company

including assisting the Company to promote, market and sell the Company’s technology to potential customers.

to said agreement and in partial consideration for such consulting services, the Company agreed to issue to Consultant13 options

to purchase up to 2,667 shares of the Company’s common stock upon execution of the agreement.

The options are exercisable

at $15.00 per share and shall vest in 4 equal installments every three months starting July 2019.

Unexercised options shall

expire 2 years from the effective date.

During 2020 and 2019, an amount

of $3 and $8 respectively, were recorded by the Company as stock-based equity awards with respect to Consultant13.

In July 2019, the Company entered

into a three-year agreement with a consultant (“Consultant14”) to provide services to the Company including

assisting the Company to promote, market and sell the Company’s technology to potential customers.

Pursuant to such

agreement and in partial consideration for such consulting services, the Company agreed to issue to Consultant14 options

to purchase up to 2,667 shares of the Company’s common stock upon execution of the agreement.

The options are exercisable

at $15.00 per share and shall vest in 3 equal installments every twelve months starting July 2019.

Unexercised options

shall expire 4 years from the effective date.

In addition, the Company agreed

to issue to Consultant14 options to purchase up to 22,233 shares of the Company’s common stock upon execution of

the agreement.

The options are exercisable at $1.08 per share and shall vest in 4 equal installments every six months

starting September 2020.

Unexercised options shall expire 5 years from the effective date.

During 2020 and 2019, an amount

of $8 and $3 respectively, were recorded by the Company as stock-based equity awards with respect to Consultant14.

In June 2020, the

Company entered into a three month agreement with a consultant (“Consultant15”) to provide services to the Company

with respect to financing and strategic advisory.

Pursuant to said agreement and in partial consideration for such consulting

services, the Company agreed to issue to Consultant13 warrants to purchase up to 7,500 shares of the Company’s common

stock upon execution of the agreement.

The warrants are fully vested and exercisable at $1.3 per share.

Unexercised options

shall expire on March 2022.

During 2020, an amount of $4,

was recorded by the Company as stock-based equity awards with respect to Consultant15.

In April 2020, the

Company entered into a twelve month agreement with a consultant (“Consultant16”) to provide services to the Company

including assisting the Company to promote, market and sell the Company’s technology to potential customers.

to said agreement and in partial consideration for such consulting services, the Company agreed to issue to Consultant16 options

to purchase up to 6,000 shares of the Company’s common stock upon execution of the agreement.

dollars in thousands (except share data and per share data)

BASED COMPENSATION (Cont.)

issued to consultants

July 2019, the Company entered into a three-year agreement with a consultant (“Consultant14”)

to provide services to the Company including assisting the Company to promote, market and

sell the Company’s technology to potential customers.

Pursuant to such agreement and

in partial consideration for such consulting services, the Company agreed to issue to Consultant14

options to purchase up to 2,667

of the Company’s common stock upon execution of the agreement.

The options are exercisable

at $2.00 per share and shall vest in 4 equal installments every three months starting May 2020.

Unexercised options shall

expire 18 month from the effective date.

During 2020, an amount of $1,

was recorded by the Company as stock-based equity awards with respect to Consultant15.

In October 2020,

the Company entered into a twelve month agreement with a consultant (“Consultant17”) to provide services to the

Company including assisting the Company to promote, market and sell the Company’s technology to potential customers.

share and shall vest in 3 equal instalments every twelve months starting July 2019.

Unexercised options shall expire 4

from the effective date.

addition, the Company agreed to issue to Consultant14 options to purchase up to 22,233

shares of the Company’s common stock

upon execution of the agreement.

The options are exercisable at $ 1.08

per share and shall vest in 4 equal instalments

every six months starting September 2020.

Unexercised options shall expire 5

years from the effective date.

2021 and 2020, an amount of $ 14 and $ 8 respectively, were recorded by the Company as stock-based equity awards with respect to Consultant14.

April 2020, the Company entered into a twelve month agreement with a consultant (“Consultant16”) to provide services

to the Company including assisting the Company to promote, market and sell the Company’s technology to potential customers.

Pursuant to said agreement and in partial consideration for such consulting services, the Company agreed to issue to Consultant16

options to purchase up to 15,000 shares of the Company’s common stock upon execution of the agreement.

The options are

exercisable at $1.10 per share and shall vest in 3 equal installments every twelve months starting October 2021.

options shall expire 4 years from the effective date.

During 2020, an amount of $3,

was recorded by the Company as stock-based equity awards with respect to Consultant17.

MY SIZE, INC.

options to purchase up to 6,000

shares of the Company’s common stock

upon execution of the agreement.

The options are exercisable at $ 2.00

per share and shall vest in 4 equal instalments

every three months starting May 2020.

Unexercised options shall expire 18

month from the effective date.

2021 and 2020, an amount of $ 1 and $ 1 respectively, were recorded by the Company as stock-based equity awards with respect to Consultant16.

October 2020, the Company entered into a twelve month agreement with a consultant (“Consultant17”) to provide services

to the Company including assisting the Company to promote, market and sell the Company’s technology to potential customers.

Pursuant to said agreement and in partial consideration for such consulting services, the Company agreed to issue to Consultant17

options to purchase up to 15,000

shares of the Company’s common stock

upon execution of the agreement.

The options are exercisable at $ 1.10

per share and shall vest in 3 equal instalments

every twelve months starting October 2021.

Unexercised options shall expire 4

years from the effective date.

2021 and 2020, an amount of $ 8 and $ 3 respectively, were recorded by the Company as stock-based equity awards with respect to Consultant17.

May 2021, the Company entered into a consulting agreement with a consultant (“Consultant18”) pursuant to which the Company

agreed upon the three-month anniversary of the agreement to issue to consultant18 a (i) a warrant to purchase up to 50,000 shares

of the Company’s common stock exercisable at $ 1.50 per share and expiring on December 31, 2022 , and (ii) a warrant to purchase

up to 50,000 shares of the Company’s common stock exercisable at $ 2.00 per share and expiring on December 31, 2022 .

2021, an amount of $ 64 , was recorded by the Company as stock-based equity awards with respect to Consultant18.

June 2021, the Company entered into a consulting agreement with a consultant (“Consultant19”) pursuant to which the Company

agreed to issue to the consultant a warrant to purchase up to 50,000 shares of the Company’s common stock exercisable at $ 1.50

per share and expiring on December 31, 2022 .

2021, an amount of $ 34 , was recorded by the Company as stock-based equity awards with respect to Consultant19.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

STOCK BASED COMPENSATION

The Company’s outstanding

options granted to consultants as of December 31, 2020 are as follows:

Issuance date

February 2018

dollars in thousands (except share data and per share data)

BASED COMPENSATION (Cont.)

Company’s outstanding options granted to consultants as of December 31, 2021 are as follows:

SCHEDULE OF OPTIONS

GRANTED TO CONSULTANTS

exercise price

February 2018

May 2021- February 2023

August 2018-December 2018

December 2023

August 2023 - December 2023

April 2021- July 2023

September-October 2020

October 2024-

September 2025

The Company uses the Black Scholes model to measure the fair

value of the stock options with the assistance of a third party valuation.

The fair value of the Company’s

stock options granted to non-employees was calculated using the following weighted average assumptions:

Dividend yield

Expected volatility

101.65%-106.74 %

Risk-free interest

October 2024- September 2025

May-June 2021

December 31 2022

Company uses the Black Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.

fair value of the Company’s stock options granted to non-employees was calculated using the following weighted average assumptions:

OF STOCK OPTIONS ASSUMPTIONS

101.65 %- 106.74

Contractual term of up to (years)

MY SIZE, INC.

term of up to (years)

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

STOCK BASED COMPENSATION

Stock Option Plan for employees

In March 2017, the Company

adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock

options to officers and key employees.

The total number of options which may be granted to directors, officers, employees under

this plan, is limited to 200,000 options.

Stock options can be granted with an exercise price equal to or less than the stock’s

fair market value at the date of grant.

The fair value of each option

award is estimated on the date of grant using the Binomial option-pricing model that used the weighted average assumptions in

the following table.

dollars in thousands (except share data and per share data)

BASED COMPENSATION (Cont.)

Option Plan for employees

March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors

may grant stock options to officers and key employees.

The total number of options which may be granted to directors, officers, employees

under this plan, is limited to 5,770,000

Stock options can be granted with

an exercise price equal to or less than the stock’s fair market value at the date of grant.

fair value of each option award is estimated on the date of grant using the Binomial option-pricing model that used the weighted average

assumptions in the following table.

The risk free rate for the expected term of the option is based on the U.S.

Treasury yield curve in effect

at the time of grant.

Treasury yield curve

in effect at the time of grant.

OF STOCK OPTIONS ASSUMPTIONS

Dividend yield

2 unchanged sentences

expected life

In the years ended December 31, 2020 and 2019, 861,999 and 103,601

options, respectively, were granted.

On May 25, 2020, the compensation committee of the

Board of Directors of the Company reduced the exercise price of outstanding options of employees and directors of the Company

for the purchase of an aggregate of 140,237 shares of common stock of the Company (with exercise prices ranging between $18.15

and $9.15) to $1.04 per share, which was the closing price for the Company’s common stock on May 22, 2020, and extended

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

The incremental compensation

cost resulting from the repricing was $53, and the expenses during the year ended December 31, 2020 was $50.

On August 10, 2020, the Company’s shareholders approved

an increase in the shares available for issuance under the 2017 Employee Plan from 200,000 to 1,450,000 shares.

As a result and

pursuant to approval of the Company’s compensation committee that was contingent on the foregoing shareholder approval, the

following occurred on August 10, 2020:

(i) the number of shares available for issuance under the Company’s 2017 Consultant

Incentive Plan was reduced from 466,667 to 216,667 shares:

(ii) the Company granted to the Company’s Chief Executive Officer

(A) five-year options to purchase up to 160,000 ordinary shares at an exercise price of $1.04 per share.

One quarter of such options

vested on November 26, 2020, one quarter vest on May 26, 2021, one quarter vest on November 26, 2021 and one quarter vest on May

26, 2022, and (B) 80,000 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 years ended December 31, 2021 and 2020, 97,500 and 861,999 options, respectively, were granted.

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

per share, which was the closing price for the

Company’s common stock on May 22, 2020, and extended the term of the foregoing options for an additional one year from the original

date of expiration.

The incremental compensation cost resulting from the repricing was $ 53

and the expenses during the years ended December 31, 2021 and 2020 was $ 1 and $ 50 respectively.

August 10, 2020, the Company’s shareholders approved an increase in the shares available for issuance under the 2017 Employee Plan

As a result and pursuant to approval

of the Company’s compensation committee that was contingent on the foregoing shareholder approval, the following occurred on August

(i) the number of shares available for issuance under the Company’s 2017 Consultant Incentive Plan was reduced from 466,667

(ii) the Company granted to the Company’s

Chief Executive Officer (A) five-year options to purchase up to 160,000

ordinary shares at an exercise price of $ 1.04

quarter of such options vested on November 26, 2020, one quarter vest on May 26, 2021, one quarter vest on November 26, 2021 and one

quarter vest on May 26, 2022 , and (B) 80,000

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 ;

(iii) the Company

granted five-year options to purchase up to 130,000 ordinary shares to the Company’s Chief Financial Officer at an exercise

price of $1.04 per share.

One quarter of such options vested on November 26, 2020, one quarter vest on May 26, 2021, one quarter

vest on November 26, 2021 and one quarter vest on May 26, 2022;

(iv) the Company granted five-year options to purchase up to 130,000

ordinary shares to the Company’s Chief Operating Officer and Chief Product Officer at an exercise price of $1.04 per share.

One quarter of such options vested on November 26, 2020, one quarter vest on May 26, 2021, one quarter vest on November 26, 2021

and one quarter vest on May 26, 2022;

(v) the Company granted five-year options to purchase up to 325,893 ordinary shares to other

employees of the Company at an exercise price of $1.04 per share.

One quarter of such options vested on November 26, 2020, one

quarter vest on May 26, 2021, one quarter vest on November 26, 2021 and one quarter vest on May 26, 2022;

granted five-year options to purchase up to 130,000

ordinary shares to the Company’s Chief

Financial Officer at an exercise price of $ 1.04

quarter of such options vested on November 26, 2020, one quarter vest on May 26, 2021, one quarter vest on November 26, 2021 and one

quarter vest on May 26, 2022 ;

(iv) the Company

granted five-year options to purchase up to 130,000

ordinary shares to the Company’s Chief

Operating Officer and Chief Product Officer at an exercise price of $ 1.04

quarter of such options vested on November 26, 2020, one quarter vest on May 26, 2021, one quarter vest on November 26, 2021 and one

quarter vest on May 26, 2022 ;

(v) the Company

granted five-year options to purchase up to 325,893

ordinary shares to other employees of the Company

at an exercise price of $ 1.04

quarter of such options vested on November 26, 2020, one quarter vest on May 26, 2021, one quarter vest on November 26, 2021 and one

quarter vest on May 26, 2022 ;

and (vi) the Company

granted five-year options to purchase up to 30,000 ordinary shares to each of the Company’s non-employee board members at

an exercise price of $1.04 per share.

These options vested on November 26, 2020.

MY SIZE, INC.

granted five-year options to purchase up to 30,000

ordinary shares to each of the Company’s

non-employee Board members at an exercise price of $ 1.04

options vested on November 26, 2020 .

On December 30, 2021, our stockholders

approved an increase in the shares available for issuance under the 2017 Equity Incentive Plan from 1,450,000 shares to 5,770,000 shares.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

STOCK BASED COMPENSATION

The total stock option compensation

expense in the year ended December 31, 2020 amounted to $560 as follows:

Research and development expenses amounted to $190, Sales

and marketing expenses amounted to $117 and general and administrative expenses amounted to $253.

The total stock option compensation

expense in the year ended December 31, 2019 amounted to $540 as follows:

Rresearch and development expenses amounted to $161,

sales and marketing expenses amounted to $168 and general and administrative expenses amounted to $211.

As of December 31, 2020, there

was a total of $737 unrecognized compensation cost relating to non-vested share-based compensation arrangements.

expected to be recognized over a weighted-average period of 2.75 years.

Share option activity during

2020 is as follows:

dollars in thousands (except share data and per share data)

BASED COMPENSATION (Cont.)

total stock option compensation expense in the year ended December 31, 2021 amounted to $ 252

Research and development expenses

amounted to $ 94 ,

sales and marketing expenses amounted to $ 97

and general and administrative expenses amounted

total stock option compensation expense in the year ended December 31, 2020 amounted to $ 560 as follows:

research and development expenses

amounted to $ 190 , sales and marketing expenses amounted to $ 117 and general and administrative expenses amounted to $ 253 .

of December 31, 2021, there was a total of $ 62 unrecognized compensation cost relating to non-vested share-based compensation arrangements.

That cost is expected to be recognized over a weighted-average period of 0.65 years.

option activity during 2021 is as follows:

OF SHARES OPTION ACTIVITY

Outstanding at January 1

Outstanding at year end

Outstanding at year

Vested at year end

Share option activity during

2019 is as follows:

option activity during 2020 is as follows:

Outstanding at January 1

Outstanding at year end

Outstanding at year

Vested at year end

MY SIZE, INC.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share

data and per share data)

dollars in thousands (except share data and per share data)

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 $616,000.

On August 2, 2018, North Empire filed

a Summons with Notice against the Company, also in the same Court, in which they allege damages in an amount of $11.4

million arising from an alleged breach of the Agreement.

On September 6, 2018 North Empire filed a Notice of Discontinuance

of the action it had filed on August 2, 2018.

On September 27, 2018, North Empire filed an answer and asserted counterclaims

in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificates to

North Empire causing damage to North Empire in the amount of $10,958,589.

North Empire also filed a third-party complaint

against the Company’s CEO and now former Chairman of the Board asserting similar claims against them in their individual

On October 17, 2018, the Company filed a reply to North Empire’s counterclaims.

On November 15, 2018,

the Company’s CEO and now former Chairman of the Board filed a motion to dismiss North Empire’s third-party

On January 6, 2020, the Court granted the motion and dismissed the third-party complaint.

Discovery has been completed and both parties have filed motions for summary judgment in connection with the claims and counterclaims.

The Company believes it is more

likely than not that the counterclaims will be denied.

SALES AND MARKETING

August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”)

in the Supreme Court of the State of New York, County of New York for breach of a Securities

Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount

to be determined at trial, but in no event less than $ 616,000 .

On August 2, 2018, North Empire filed a Summons with Notice against the Company, also in

the same Court, in which they allege damages in an amount of $ 11.4

arising from an alleged breach of the Agreement.

On September 6, 2018 North Empire filed

a Notice of Discontinuance of the action it had filed on August 2, 2018.

On September 27,

2018, North Empire filed an answer and asserted counterclaims in the action commenced by

the Company against them, alleging that the Company failed to deliver stock certificates

to North Empire causing damage to North Empire in the amount of $ 10,958,589 .

North Empire also filed a third-party complaint against the Company’s CEO and now former

Chairman of the Board asserting similar claims against them in their individual capacities.

On October 17, 2018, the Company filed a reply to North Empire’s counterclaims.

November 15, 2018, the Company’s CEO and now former Chairman of the Board filed a motion

to dismiss North Empire’s third-party complaint.

On January 6, 2020, the Court granted

the motion and dismissed the third-party complaint.

Discovery has been completed and both

parties have filed motions for summary judgment in connection with the claims and counterclaims.

On December 30, 2021, the Court denied both My Size and North Empire’s motions for

summary judgment, arguing there were factual issues to be determined at trial.

26, 2022, the Company filed a notice of appeal of the summary judgment decision.

must be fully perfected and filed by July 26, 2022.

On February 3, 2022, the Company filed

a motion to reargue the Court’s decision denying the Company’s motion for summary

North Empire will file its opposition papers on or before March 31, 2022, and the

Company will file reply papers on April 29, 2022.

The return date on the motion to reargue

is scheduled for May 2, 2022.

Company believes it is more likely than not that the counterclaims will be denied.

May 2021, the Company received notice from Custodian Ventures, LLC (“Custodian”)

of its intention to nominate four candidates to stand for election to our Board of Directors

at the Company’s 2021 annual meeting of stockholders.

Custodian subsequently made

a book and records request and has made public statements calling for changes to our management.

September 22, 2021, Custodian commenced an action in the Court of Chancery of the State of Delaware captioned, Custodian Ventures, LLC

(the “Delaware Action”).

In the Delaware Action, Custodian sought an order from the Court of Chancery pursuant

to Section 211 of the General Corporation Law of the State of Delaware compelling us to hold an annual meeting.

October 19, 2021, the Company commenced an action in the United States District Court for the Southern District of New York against

Custodian, Activist Investing LLC, Milton C.

Ault III, Ault Alpha LP, Ault Alpha GP LLC, Ault Capital Management LLC, Ault &

Company Inc., David Aboudi, Patrick Loney and David Nathan, pursuant to Sections 13(d) and 14(a) of the Securities Exchange Act of

1934, and certain rules promulgated thereunder (the “SDNY Action”).

The complaint sought, among other things, declaratory

and injunctive relief related to defendants’ efforts to nominate a slate of directors for election at our next annual meeting.

The complaint alleged that the defendants formed an undisclosed “group” for purposes of Section 13(d) and has misrepresented

its true purpose in purchasing My Size, Inc.

stock in filings made with the SEC.

In addition, the complaint alleged that the defendants

engaged in an unlawful solicitation of investors in violation of the Exchange Act proxy rules in connection with their efforts to

elect a slate of directors to the Company’s Board of Directors.

On October 20, 2021, the Court signed an order granting

a hearing on an anticipated motion for a preliminary injunction and expedited scheduling and discovery in aid thereof, and scheduled

that hearing for December 2, 2021.

November 4, 2021, the Company entered into the Settlement Agreement with the Lazar Parties.

Pursuant to the Settlement Agreement,

the Company and the Lazar Parties agreed to compromise and settle the Delaware Action and SDNY Action.

In addition, pursuant to the

Settlement Agreement, the Company agreed to reimburse Custodian for out of pocket expenses and in consideration for the dismissal

and release of claims against the Company an aggregate amount equal to $ 275 , to be paid within three business days of the effective

date of the Settlement Agreement.

With respect to the Company’s 2021 annual meeting of stockholders, Custodian agreed to, among

other things, withdraw or rescind (i) its May 12, 2021 notice of stockholder nominations of four director candidates with respect

to the Company’s 2021 annual meeting of stockholders, (ii) the notice dated October 28, 2021 submitted by Custodian to the

Company notifying the Company of Custodian’s continued intent to bring its nomination of four director candidates before the

Company’s stockholders at the 2021 annual meeting, and (iii) any and all related materials and notices submitted to the Company

in connection therewith or related thereto and to not take any further action in connection with the solicitation of any proxies

in connection with the Company.

Custodian also agreed to cease any and all solicitation and other activities in connection with the

2021 annual meeting.

In addition, Custodian agreed to certain customary standstill provisions for a period of five years beginning

on the effective date of the Agreement (the “Standstill Period”).

The Settlement Agreement also provides that during

the Standstill Period, the Lazar Parties will vote all shares of common stock of the Company it beneficially owns in in accordance

with any proposal or recommendation made by the Company or the Board of Directors of the Company that is submitted to the stockholders

of the Company, unless to do so would violate applicable law and except with respect to certain extraordinary transactions.

The Settlement

Agreement also contains non-disparagement and confidentiality provisions, subject to certain exceptions.

On December 9, 2021, the Company subsequently

entered into a Settlement Agreement (the “Ault Settlement Agreement”), with Milton C.

Ault III, Ault Alpha LP, Ault Alpha

GP LLC, Ault Capital Management LLC, Ault & Company Inc., collectively the Ault Parties, which we agreed to withdraw the SDNY Action

against the Ault Parties and the Ault Parties agreed to withdraw the counterclaim that they asserted in that action against the Company.

In addition, pursuant to the Settlement Agreement, the Company paid $ 70 to the Ault Parties in consideration for the releases and

other good and valuable consideration as set forth in the Ault Settlement Agreement.

July 5, 2021, the Company was served with a legal complaint filed by Fidelity Venture Capital

and Dror Atzmon in the Magistrate’s Court in Tel Aviv for a monetary award in

an amount of NIS 1,436,679 (approximately $ 450,000 ) and a declaratory relief.

The plaintiffs

allege that the Company breached its contractual obligations to pay them for services allegedly

rendered to the Company by the plaintiffs under a certain consulting agreement dated July

2, 2014, in an amount of NIS 819,000 (approximately $ 256,000 ).

Additionally, the plaintiffs

allege that the Company should compensate them for losses allegedly incurred by them following

their investment in the Company’s shares issued under a certain private offering.

the alternative, the plaintiffs move that the court will declare the investment agreement

void with full restitution of plaintiffs’ original investment in an amount of NIS 1,329,650

(approximately $ 415,000 ).

The Company filed its statement of defense on October 25, 2021.

The first preliminary court hearing of the case is scheduled for January 23, 2022.

first court preliminary hearing was held on March 1, 2022.

the first preliminary hearing and the Court’s comments and recommendation, the Plaintiffs filed a motion to strike out the

claim without prejudice.

March 8, 2022 the Court ordered dismissal without prejudice of the claim.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share data and per share data)

AND MARKETING

OF SALES AND MARKETING

Consultants and subcontractors

Share based payments for consultants and employees

GENERAL AND ADMINISTRATIVE

and marketing expenses

AND ADMINISTRATIVE EXPENSES

OF GENERAL AND ADMINISTRATIVE EXPENSES

Professional services

Share based payments for consultants, directors and employees

Share based payments for consultants, directors

and employees

Rent, office expenses and communication

MY SIZE, INC.

Settlement fees (*)

General and administrative

See note 12(b)

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share data and per share

dollars in thousands (except share data and per share data)

INCOME (EXPENSE), NET

OF FINANCIAL INCOME (EXPENSES), NET

Financial income

(EXPENSE), NET

Revaluation of derivative

Revaluation investment in marketable securities

Change in fair value of warrants

Financial expense

Exchange rate differences

Revaluation investment in marketable securities

EVENTS SUBSEQUENT

TO THE BALANCE SHEET DATE

On January 8, 2021,

the Company conducted a public offering of its securities pursuant to which it issued 1,569,179 shares of its common stock

for gross proceeds of $2,008.

The net proceeds to the Company from the offering were approximately $1,700, after deducting

placement agent’s fees and other estimated offering expenses payable by the Company.

On March 25, 2021, the Company conducted a public offering of its securities pursuant to which it issued 2,618,532 shares of its common stock for gross proceeds of $3,300.

The net proceeds to the Company from the offering were approximately $2,904, after deducting placement agent’s fees and other estimated offering expenses payable by the Company.

In January and February 2021, a holder of warrants exercised

warrants to purchase 725,000 ordinary shares of the Company in exchange for $798.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND

FINANCIAL DISCLOSURE

There were no disagreements

with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as

described in Item 304 (a)(1)(v) of Regulation S-K.

SUBSEQUENT TO THE BALANCE SHEET DATE

February 7, 2022, the Company entered into Share Purchase Agreement (the “Agreement”),

with Amar Guy Shalom and Elad Bretfeld (the “Sellers”), pursuant to which the

Sellers agreed to sell to the Company all of the issued and outstanding equity of Orgad International

Marketing Ltd., a company incorporated under the laws of the State of Israel (“Orgad”).

The Sellers are the sole title and beneficial owners of 100 % of the shares of Orgad.

In consideration

of the shares of Orgad, the Sellers are entitled to receive (i) up to $ 1,000,000 in cash

(the “Cash Consideration”), (ii) an aggregate of 2,790,049 shares (the “Equity

Consideration”) of the Company’s common stock, and (iii) earn-out payments of

10 % of the operating profit of Orgad for the years 2022 and 2023.

The transaction closed

on the same day.

The Cash Consideration is payable to the Sellers in three installments, according to the following payment schedule:

(i) $ 300,000

at closing, (ii) $ 350,000 payable on the two-year anniversary of the closing, and (iii) $ 350,000 payable on the three-year anniversary

of the closing;

provided that in the case of the second and third installments certain revenue targets are met and subject further

to certain downward post-closing adjustment.

Equity Consideration is payable to the Sellers according to the following payment schedule:

(i) 50% at closing, and (ii) the remaining

50% will be issued in eight equal quarterly installments until the lapse of two years from closing, subject to certain downward post-closing

payment of the second and third cash installments, the equity installments and the earn out are further subject in each case to the

Sellers being actively engaged with Orgad at the

date such payment is due (except if Seller resigns due to reasons relating to material reduction of salary or adverse change in his

position with Orgad or its affiliates).

Agreement contains customary representations, warranties and indemnification provisions.

In addition, the Sellers will be subject

to non-competition and non-solicitation provisions pursuant to which they agree not to engage in competitive activities with respect

to the Company’s business .

In connection with the Agreement, each of the Sellers entered into employment agreements with Orgad and six-month lock-up agreements

with the Company.

The required information for purchase price allocation in accordance with the FASB ASC Topic 805 is not presented because the initial accounting

for the business combination is incomplete as of the date of these financial statements due to the short period since acquisition

and since the acquiree accounting records were not finalized.

CHANGES IN AND DISAGREEMENTS

WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable

event as described in Item 304 (a)(1)(v) of Regulation S-K.

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 8. Financial Statements and Supplementary Data