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Item 9A. Controls and Procedures

2022-03-18 compared with 2021-03-29 · 520 added, 518 removed, 162 unchanged (87% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls

We carried out an

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

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

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

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

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

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

processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated

and communicated to our management, including our principal executive officer and principal financial officer, as appropriate

to allow timely decisions regarding required disclosure.

Management’s Report on Internal

Control Over Financial Reporting

Our internal control

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

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

(2) provide reasonable assurance that transactions

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

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

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

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

Because of its inherent

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

Also, projections of any evaluation

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

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

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

15d-15(e)) as of December 31, 2021.

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

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

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

and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated to our

management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding

required disclosure.

Report on Internal Control Over Financial Reporting

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

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

(2) provide reasonable assurance

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

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

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

that could have a material effect on the financial statements.

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

Also, projections of any

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

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

Our management, including

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

at December 31, 2020.

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

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

Based on that assessment under those

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

This Annual Report

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

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

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

nor “accelerated filers”

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

financial reporting at December 31, 2021.

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

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

Based on that assessment under

those criteria, management has determined that, as of December 31, 2021, our internal control over financial reporting was effective.

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

over financial reporting.

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

firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers”

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

Changes in Internal Control Over Financial

There have been no

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

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

Internal Control Over Financial Reporting

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

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

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the name,

age and positions of our executive officers and directors.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not applicable.

DIRECTORS, EXECUTIVE

OFFICERS AND CORPORATE GOVERNANCE

The following

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

Chief Executive Officer and Director

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Chief Operating Officer

Ilia Turchinsky

Chief Technology Officer

Ezequiel Javier Brandwain

Chief Commercial Officer

Oron Branitzky (1)(2)(3)

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Arik Kaufman (1)(2)(3)

Ilia Turchinsky

Chief Technology Officer

of our audit committee

of our nominating and corporate governance committee

of our compensation committee

The business background

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

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

Since 2006, Ronen Luzon

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

Guy Zimmerman

Member of our audit committee

Member of our nominating and corporate governance committee

Member of our compensation committee

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

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

Since 2006, Ronen

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

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

Prior to Malers,

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

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

Luzon graduated from

Middlesex University in London with a B.S.

Prior to Malers, he

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

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

Luzon graduated from Middlesex University

in London with a B.S.

in IT and Business Information Systems.

We believe that Mr.

Luzon is qualified to serve

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

served as our Chief Financial Officer since May 2016.

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

Luzon is qualified to serve as a member of our Board

of Directors because of his more than 20 years of experience in the technology sector.

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

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

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

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Kles is a certified public accountant in Israel.

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

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

From April 2010 until August

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

Among her areas of expertise are launching

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

Science Tablet.

Among her areas of expertise are launching products

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

Prior to that Ms.

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

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

Pardo previously

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

Pardo received an MBA from The Interdisciplinary

Center and a B.A.

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

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

Pardo previously served as Software

Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems.

Pardo received an MBA from The Interdisciplinary Center and

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

Oron Branitzky

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

Barnitzky has vast experience in retail technology.

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

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

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

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

Prior to that, Mr.

Turchinsky served in

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

a political party.

Turchinsky holds a B.Sc.

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

from the Open University

of Israel in Computer Science.

Javier Brandwain has served as our Chief Commercial Officer since February 2022.

Brandwain brings more than two decades of global

experience in retail and the fashion industry, mainly in business development, operations, and international markets.

Before joining

the Company, Mr.

Brandwain held positions of increasing responsibility at several companies, including between June 2017 and November

2020, at 7 For All Mankind International, where he served as Director, Latin America and Caribbean, managing business development and

operations across Latin America and the Caribbean.

Before that, between May 2016 and June 2017, Mr.

Brandwain served as Chief Business

Development Officer at Replay – Fashion Box SPA, where he oversaw business development and operations, expansion and control in

the Americas, the Caribbean, and North-East Asia.

Prior this role, between September 2015 and May 2016, he served as the Replay’s

Managing Director in Latin America and the Caribbean, leading the company’s international expansion in these regions.

that, between April 2015 and September 2015, Mr.

Brandwain served as Managing Director, Latin America and Caribbean at Authentic Brands

Group LLC, where he led that company’s operations, business developments and international expansion within these regions, and

served as the direct liaison with the company’s headquarters in New York.

Prior to that, between April 2015 and September 2015,

Brandwain served as Chief Operating Officer, Latin America and Caribbean at Flemingo International Ltd., overseeing operations, as

well as projected operations in the travel retail field across these regions.

Prior to that, between December 2010 and February 2014,

Brandwain served as Regional Director, Southern Hemisphere at Calvin Klein, where he was responsible for defining and implementing

the operational and commercial strategy for Southern Hemisphere, as well as overseeing the retail, travel retail, concession, and wholesale

businesses of the company.

During his tenure at Calvin Klein, Mr.

Brandwain also served as Travel Retail Director, Latin America, where

he built the travel retail business and developed operations.

Prior to that, between July 2010 and November 2010, Mr.

Brandwain served

as Business Director, Latin America and Caribbean at Givenchy Latin America, and between January 2010 and June 2010 he served as Commercial

Director, Latin America and Caribbean at Nautica Latin America.

During December 2004 and December 2009, Mr.

Brandwain served as Vice

President, International Business Development at Report Collection/Modextil, Inc., where he was in charge of business and operational

expansion, global growth, and brand extensions.

Prior to that, between 2003 and October 2004, Mr.

Brandwain served as General Manager

at Andrew Koenig International, Inc.

Between September 2019 and November 2020, Mr.

Brandwain served as a member of the Board of

Directors of 7 For All Mankind Brazil Importacao, Comercio E Distribuicao S.A.

Brandwain earned a Bachelor degree in architecture

from the University of the Republic (Uruguay).

Branitzky has served as a member of our Board of Directors since March 2017.

Barnitzky has vast experience in retail

Since November 2017, Mr.

Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December

2014 he served as Vice President of Sales and Marketing at Pricer AB.

Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until

December 2014 he served as Vice President of Sales and Marketing at Pricer AB.

Prior to that, Mr.

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and from May 2015 until March 2016, Mr.

Branitzky served as an advisory board member of ciValue.

Branitzky served as an advisory Board member

Branitzky received a B.S.

from the Hebrew University of Jerusalem and an MBA in International Marketing from Tel Aviv University.

from the Hebrew University of Jerusalem and an MBA in International Marketing from Tel Aviv

We believe that Mr.

Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of

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

Oren Elmaliah ,

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

In September 2015, Oren Elmaliah founded Accounting Team IL and

has acted as Account Manager since then.

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

traded in Israel and abroad.

Branitzky is qualified to serve as a member of our Board of directors because of his more

than 20 years of experience in managing the sales of hi-tech solutions to retailers across the globe.

Elmaliah , has served as a member of our Board of Directors since May 2017.

In September 2015, Oren Elmaliah founded

Accounting Team IL and has acted as Account Manager since then.

Accounting Team IL is a financial consultancy and service provider to

public companies traded in Israel and abroad.

Since February 2017, Mr.

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

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

Elmaliah has served as controller of BioBlast Pharma, and since

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

In addition, since September 2015, Mr.

Elmaliah has served as

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

Elmaliah has served

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

Consultant of Chiasma.

From July 2011 until August 2015, Mr.

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

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

Elmaliah holds a B.A

in Accounting/Economics and a Msc.

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

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

Elmaliah holds a B.A in Accounting/Economics

in Finance/Accounting from Tel Aviv University, Israel.

He is a licensed Certified Public Accountant

We believe that Mr.

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

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

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

Kaufman is an attorney specializing in the fields of commercial

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

He has vast experience in the fields

of financial reporting and financial regulation.

He is a licensed Certified Public Accountant in Israel.

Elmaliah is qualified to serve as a member of our Board of Directors because of his vast finance experience and public

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

Kaufman has served as a member of our Board of Directors since June 2017.

Kaufman is an attorney specializing in the

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

He has vast experience

in the fields of financial reporting and financial regulation.

Since January 2022, Mr.

Kaufman serves as Chief Executive Officer

of MeaTech 3D Ltd.

He is a founding partner of the BlueSoundWaves collective led by Ashton Kutcher, Guy Oseary and Effie

Since September 2017, Mr.

Kaufman serves as VP Business Development of Mor Research

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

From December 2008 until

March 2016, Mr.

Kaufman was an attorney at Victor Tshuva and Co.

Kaufman serves as VP Business Development of Mor Research Applications and since November

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

From December 2008 until March 2016, Mr.

Kaufman was an

attorney at Victor Tshuva and Co.

Kaufman interned at Baratz, Horn and Co.

Previously, Mr.

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

Since February 2018, Mr.

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

Kaufman has served

as an external director of TechnoPlus Ventures.

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

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

We believe that

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

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

In addition, he has served as a member

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

Ilia Turchinsky has

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

to joining us, from 2013 until 2018, Mr.

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

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

Kaufman served as Call Center Shift

Manager/Oracle CRM Implementation Team at Comverse Technology, Inc.

Since July 2021, Mr.

Kaufman has served as a director of Wilk

Technologies Ltd, since February 2018, Mr.

Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and,

since January 2018, Mr.

Kaufman has served as an external director of TechnoPlus Ventures.

In addition, since May 2016 he serves as

a director of BGI Investments 1961 Ltd.

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

to the Israeli Bar.

We believe that Mr.

Kaufman is qualified to serve as a member of our Board of Directors based upon his

experience of assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic

relationships.

In addition, he has served as a member of the Board of various publicly traded companies, including companies

that operate in the same industry as us.

Zimmerman has served as a member of our Board of Directors since August 2021.

Previously, Mr.

Zimmerman served as Founder

and CEO of ManuFuture, an online b2b engineering market place, since February 2021.

Prior to that from 2017 to 2021, Mr.

Zimmerman acted

as a consultant to several technology start-ups and was a founding partner of a business travel online platform.

From 2013 to 2017, Mr.

Zimmerman served as EVP of Marketing and Business Development of Kornit Digital and was part of the IPO leadership.

Prior to that, Mr.

Turchinsky served

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

MintLab and a political party.

Turchinsky holds a B.Sc.

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

the Open University of Israel in Computer Science.

Zimmerman served as VP of Global Sales and Business Development at Tefron Ltd., a provider of seamless garment technology, where he led

the $100m sales and sales support organization serving global retail and fashion brands.

Prior to that he served as Vice President of

Strategy and Business Development at Tnuva Group, Israel’s largest food manufacturer and spent eight years at McKinsey & Company.

Zimmerman previously led a software startup in the field of operational healthcare management systems.

Zimmerman holds a B.Sc.

in Industrial Engineering from Tel Aviv University in Israel.

We believe that Mr.

Zimmerman is qualified to serve as a member of our

Board of Directors because of his experience in business development in the technology and retail sectors.

Family Relationships

Ronen Luzon, the Chief

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

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

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

Involvement in Certain Legal Proceedings

We are not aware of

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

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

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

Board of Directors

There are no agreements

with respect to the election of directors.

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

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

The board may also appoint additional directors.

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

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

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

directly or indirectly.

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

in Certain Legal Proceedings

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

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

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

are no agreements with respect to the election of directors.

January 6, 2022, we filed with the Secretary of State of Delaware a Certificate of Amendment to our Amended and Restated Certificate

of Incorporation providing for a classified Board.

Following filing of the Certificate of Amendment, members of our Board

are now classified into three classes with staggered three-year terms (with the exception of the expiration of the initial Class I and

Class II directors), as follows:

Class I, comprised of two directors, initially Arik Kaufman and Oren Elmaliah (with their initial terms expiring at our 2022 annual meeting of stockholders and members of such class serving successive three-year terms);

Class II, comprised of two directors, initially Oron Branitzky and Guy Zimmerman (with their initial terms expiring at our 2023 annual meeting of stockholders and members of such class serving successive three-year terms);

III, comprised of one director, initially Ronen Luzon (with his initial term expiring at our 2024 annual meeting of stockholders

and members of such class serving successive three-year terms).

preserve the classified Board structure, a director elected by the Board of Directors to fill a vacancy holds office until

the next election of the class for which such director has been chosen, and until that director’s successor has been elected and

qualified or until his or her earlier death, resignation, retirement or removal.

Board of Directors has reviewed the materiality of any relationship that each of our directors has with us, either directly or

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

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

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Audit Committee

Our audit committee,

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

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

Elmaliah serves as chairman of the audit committee.

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

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

and our system of internal controls.

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

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

The audit committee

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

The board of directors

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

as that term is defined by applicable SEC

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

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

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

our system of internal controls.

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

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

The audit committee charter is available

on our website www.mysizeid.com .

Board of Directors has determined that each member of the audit committee is “independent,” as that term is defined

by applicable SEC rules.

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

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

The board of directors

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

serving on its audit committee, and

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

Board of Directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit

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

Compensation Committee

Our compensation committee

consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman.

Branitzky serves as chairman of the compensation committee.

The compensation committee’s

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

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

the CEO present, and other executives.

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

Consultant Equity Incentive Plan.

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

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

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

Branitzky serves as chairman of the compensation

compensation committee’s roles and responsibilities include making recommendations to the Board of Directors regarding the

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

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

Our compensation committee also administers our 2017 Equity Incentive

Plan and our 2017 Consultant Equity Incentive Plan.

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

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

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

Our board of directors

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

as that term is defined

by the rules of the Nasdaq Stock Market.

Nominating and Corporate Governance

The members of the

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

Kaufman serves as chairman

of the corporate governance and nominations committee.

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

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

and Corporate Governance Committee

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

Kaufman serves as

chairman of the corporate governance and nominations committee.

The nominating and corporate governance committee acts under a written

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

governance committee’s composition and meetings.

The nominating and corporate governance committee charter is available

on our website www.mysizeid.com .

The nominating and

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

considers recommendations for director nominees.

governance committee’s composition and meetings.

The nominating and corporate governance committee charter is available on our website

www.mysizeid.com .

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

us and considers recommendations for director nominees.

The nominating and corporate governance committee also considers stockholder

recommendations for director nominees that are properly received in accordance with applicable rules and regulations of the SEC.

Our stockholders that wish to nominate a director for election to the board of directors should follow the procedures set forth

in our bylaws.

The nominating and

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

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

persons to be nominated:

should be accomplished

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

should have relevant

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

should be of high

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

broad fiduciary responsibility.

The nominating and

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

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

The nominating

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

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

a broad and diverse mix of board of directors members.

stockholders that wish to nominate a director for election to the Board of Directors should follow the procedures set forth in

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

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

to be nominated:

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

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

should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assume broad fiduciary responsibility.

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

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

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

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

to obtain a broad and diverse mix of Board of Directors members.

The nominating and corporate governance committee will not distinguish

among nominees recommended by stockholders and other persons.

Our board of directors

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

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

Delinquent Section 16(a) Reports

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

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

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

Officers, directors and

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

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

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

Code of Conduct and Ethics

We have a Code of

Business Conduct and Ethics that applies to all our employees.

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

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

Section 16(a) Reports

16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our

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

equity securities.

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

all Section 16(a) forms they file.

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

reporting persons, a Form 3 filed by Shoshana Zigdon was filed late.

Code of Conduct

have a Code of Business Conduct and Ethics that applies to all our employees.

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

available on our website at www.mysizeid.com .

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

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

Disclosure regarding any amendments to,

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

will be posted on the “Investors-Corporate Governance”

section of our website at www.mysizeid.com or

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

Change in Procedures for Recommending Directors

There have been no

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

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

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

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

Disclosure regarding any amendments to, or waivers from, provisions

of the code of conduct and ethics that apply to our directors, principal executive and financial officers will be posted on the “Investors-Corporate

Governance” section of our website at www.mysizeid.com or will be included in a Current Report on Form 8-K, which we will

file within four business days following the date of the amendment or waiver.

Change in Procedures for Recommending

have been no material changes to the procedures by which our stockholders may recommend nominees to our Board of Directors from

those procedures set forth in our Proxy Statement for our 2021 Annual Meeting of Stockholders, filed with the SEC on June 15, 2021.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following sets

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

Summary Compensation

following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2021 and December

Name and Principal Position

2 unchanged sentences

Chief Operating Officer

for the years 2020 and 2019 are based on average US$/NIS representative exchange rates of NIS 3.215 and NIS3.56, respectively.

in this column represent the grant date fair value of options granted to the named executive officers during 2020 and 2019,

computed in accordance with FASB ASC Topic 718.

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

realized by the named executive officers.

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

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

Salary for the years 2021 and 2020 are based on average US$/NIS representative exchange rates of NIS 3.11 and NIS 3.215 respectively.

in this column represent the grant date fair value of options granted to the named executive officers during 2021 and 2020, computed

in accordance with FASB ASC Topic 718.

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

named executive officers.

The assumptions made in valuing the options reported in this column are discussed in Note 11 to

our financial statements for the year ended December 31, 2021.

All Other Compensation Table

The “All Other

Compensation”

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

Manager’s

Other social benefits**

Manager’s

insurance and education funds are customary benefits provided to employees based in Israel.

Manager’s insurance is a

combination of severance savings (in accordance with Israeli law), defined contribution tax-qualified pension savings and

disability insurance premiums.

An education fund is a savings fund of pre-tax contributions to be used after a specified period

of time for educational or other permitted purposes.

“All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:

Other social benefits**

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

Agreements with Named Executive Officers

On November 18, 2018,

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

pursuant to which Mr.

Manager’s insurance and education funds are customary benefits provided to employees based in Israel.

Manager’s insurance is a combination of severance savings (in accordance with Israeli law), defined contribution tax-qualified pension savings and disability insurance premiums.

An education fund is a savings fund of pre-tax contributions to be used after a specified period of time for educational or other permitted purposes.

Other social benefits for 2021 and 2020 for all named individuals includes tax payments in respect of social benefits.

with Named Executive Officers

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

Employment Agreement, pursuant to which Mr.

Luzon will serve as our Chief Executive Officer.

Pursuant to the terms of the Luzon Employment Agreement,

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

Pursuant to the terms of the Luzon

Employment Agreement, Mr.

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

determined by us.

In addition, Mr.

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

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

vacation days, sick leave and expense reimbursement.

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

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

payments due to Mr.

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

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

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

contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case

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

Pursuant to the terms of the Luzon Employment Agreement

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

in lieu of severance payments due to Mr.

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

2018 and shall continue until such time either party provides written notice to the other party at least 75 days in advance of the

termination of such agreement.

We may also terminate Mr.

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

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

On November 18, 2018,

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

will serve as our Chief Financial Officer.

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

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

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

Kles will serve as our Chief Financial Officer.

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

2 unchanged sentences

In addition, Mr.

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

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

and expense reimbursement.

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

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

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

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

terminate Mr.

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

the Kles Employment Agreement).

On November 18, 2018,

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

Kles shall be entitled

to social benefits and other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s

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

Pursuant to the terms of the Kles Employment Agreement and subject to certain conditions, payments made by us to the pension fund or the

manager’s insurance fund shall be made in lieu of severance payments due to Mr.

The term of the Kles Employment Agreement

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

at least 75 days in advance of the termination of such agreement.

We may also terminate Mr.

Kles’s employment without prior written

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

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

Pardo will serve as our Chief Product Officer.

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

Pardo shall receive

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

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

In addition, Ms.

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

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

sick leave and expense reimbursement.

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

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

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

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

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

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

days, sick leave and expense reimbursement.

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

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

payments due to Ms.

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

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

We may also terminate Ms.

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

(as defined in the Pardo Employment Agreement).

Outstanding Equity Awards at Fiscal

The following table

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

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

Cause (as defined in the Pardo Employment Agreement).

Equity Awards at Fiscal Year-End

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

Option Awards

8 unchanged sentences

Ronen Luzon - Chief Executive Officer

$ 112,000 (10)

Or Kles –

Chief Financial Officer

Or Kles – Chief Financial Officer

Billy Pardo- Chief Operating Officer

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

in full on January 24, 2018.

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

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

6,667 options

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

options vested on January 24, 2021.

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

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

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

6,667 options vested immediately upon grant, 11,111 options vested on January 24, 2019, 11,111 options vested on January 24, 2020 and 11,111 options vested on January 24, 2021.

The option has a grant date of October 8, 2020, 40,000 options vested on November 26, 2020, 40,000 options will vest on May 26, 2021, 40,000 options will vest on November 26, 2021, and 40,000 options will vest on May 26, 2022.

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

1,889 options

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

(5) The option has a

grant date of May 29, 2019.

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

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

vest on May 1, 2022.

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

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

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

(7) The option has a

grant date of May 29, 2019.

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

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

will vest on January 24, 2021.

(8) On May 25, 2020, the compensation committee of the Board

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

purchase of an aggregate of 140,237 shares of common stock of the Company (with exercise prices ranging between $18.15 and $9.15)

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

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

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

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

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

Director Compensation

The following table

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

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

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

4,000 options vested immediately upon grant, 3,333 options vested on May 1, 2020, 3,333 options will vest on May 21, 2021 and 3,334 options will vest on May 1, 2022.

The option has a grant date of October 8, 2020, 37,500 options vested on November 26, 2020, 37,500 options will vest on May 26, 2021, 37,500 options will vest on November 26, 2021, and 37,500 options will vest on May 26, 2022.

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

5,334 options vested immediately upon grant, 5,666 options vested on January 24, 2019, 5,667 options vested on January 24, 2020 and 5,667 options will vest on January 24, 2021.

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.

following table sets forth compensation information for our non-employee directors for the year ended December 31, 2021.

Fees earned or

Oren Elmaliah

Oron Barnitzky

(1) Fees for the year 2020 are

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

(2) Amounts in this column represent

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

Guy Zimmerman

Fees for the year 2021 are based on average US$/NIS representative exchange rates of NIS 3.11.

Amounts in this column represent the grant date fair value of options granted to the non-employee directors during 2021 computed in accordance with FASB ASC Topic 718.

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

The assumptions

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

The assumptions made in valuing the options reported in this column are discussed in Note 11 to our financial statements for the year ended December 31, 2021.

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

1 unchanged sentence

for Board service.

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

Each non-employee director

is entitled to receive a per meeting fee of $286.

Non-employee directors are also reimbursed for their travel and reasonable out-of-pocket expenses

incurred in connection with attending board and committee meetings, to the extent that attendance is required by the board or

the committee(s) on which that director serves.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial

Holders and Management

The following table

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

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

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

Except as otherwise indicated, the persons named in

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

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

non-employee director is entitled to receive a per meeting fee of $286.

Non-employee directors are also reimbursed for their travel and

reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings, to the extent that attendance

is required by the Board or the committee(s) on which that director serves.

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

Ownership of Certain Beneficial Holders and Management

following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 14, 2022

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

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

Except as otherwise indicated, the persons named

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

laws, where applicable.

3 unchanged sentences

Executive officers and directors:

Ezequiel Javier Brandwain

Ilia Turchinsky

1 unchanged sentence

Oron Branitzky

Guy Zimmerman

All Executive Officers and Directors as a Group (9 persons)

* Less than 1%

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

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

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

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

power with respect to the subject securities.

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

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

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

ownership of any other person.

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

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

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

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

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

common stock.

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

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

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

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

calculation in this column is based upon 25,377,528 shares of common stock outstanding on March 14, 2022.

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

the subject securities.

Shares of common stock that are currently exercisable or exercisable within 60 days of March 14, 2022

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

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

any other person.

Consists of (i) 117,064 shares of common stock, (ii) options to purchase up to 158,890 shares of our common stock, and (iii) options to purchase up to 124,165 shares of our common stock which are held by Billy Pardo, Ronen Luzon’s spouse.

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

of an option to purchase 117,167 shares of our common stock.

Consists of (i) options to purchase up to 124,165 shares of the Company’s common stock, (ii) 117,064 shares of common stock which are held by Ronen Luzon, Billy Pardo’s spouse, and (iii) options to purchase up to 158,890 shares of our common stock which are held by Ronen Luzon, Billy Pardo’s spouse.

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

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

our common stock.

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

our common stock.

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

our common stock.

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

our common stock.

Consists of options to purchase up to 44,921 shares of our common stock.

Consists of options to purchase up to 32,334 shares of our common stock.

Change in Control

We are not aware of

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

We have no knowledge of any arrangements, including any

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

Securities Authorized for Issuance Under Equity Compensation

On January 29, 2017,

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

by our stockholders on March 21, 2017.

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

Israel Grantees Sub-Plan.

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

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

stock under the plan.

On February 12, 2018,

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

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

On July 3, 2018, our stockholders approved an

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

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

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

We have no knowledge of any arrangements, including

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

Securities Authorized for Issuance

Under Equity Compensation Plans

January 29, 2017, our Board of Directors approved the 2017 Equity Incentive Plan and the 2017 Consultant Equity Incentive Plan,

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

In addition, on January 29, 2017, our Board of Directors approved the

Stock Option Plan Israel Grantees Sub-Plan.

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

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

of common stock under the plan.

February 12, 2018, our stockholders approved an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximum number

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

On May 25, 2020, our

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

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

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

On August 10, 2020,

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

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

On July 3, 2018, our stockholders approved

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

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

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

May 25, 2020, our Board reduced the exercise price of outstanding options of our employees and directors for the purchase of an

aggregate of 140,237 of our common stock (with exercise prices ranging between $18.15 and $9.15) to $1.04 per share, and extended the

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

August 10, 2020, our stockholders approved an increase in the shares available for issuance under the 2017 Equity Incentive Plan from

200,000 to 1,450,000 shares, and a decrease of the numbers of shares available for issuance under the 2017 Consultant Incentive Plan to

216,667 shares from 466,667 shares.

The following table

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

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.

following table summarizes information about our equity compensation plans and individual compensation arrangements as of December 31,

upon exercise of

9 unchanged sentences

Equity compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND

RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

During years ended

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

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

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

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

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

Compensation arrangements

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

Indemnification Agreements and Directors’

and Officers’

Liability Insurance

We have entered into

indemnification agreements with each of our directors and executive officers.

These agreements, among other things, require us

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

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

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

We also maintain an insurance policy that insures

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

than the compensation agreements and other arrangements described under “Item 11.

Executive Compensation” and the transactions

described below, since January 1, 2021, we did not participate in any transaction, and we are not currently participating

in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser of $120,000 or one percent of

the average of our total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors,

officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons had, or will have,

a direct or indirect material interest.

have entered into written employment agreements with each of our executive officers.

These agreements generally provide for notice periods

of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer

will continue to receive base salary and benefits.

We have also entered into customary non-competition, confidentiality of information

and ownership of inventions arrangements with our executive officers.

However, the enforceability of the noncompetition provisions may

be limited under applicable law.

our inception we have granted options to purchase our common stock to our officers and directors.

Such option agreements may contain

acceleration provisions upon certain merger, acquisition, or change of control transactions.

Indemnification

Agreements and Directors’ and Officers’ Liability Insurance

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

These agreements, among other things,

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

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

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

We also maintain an insurance policy that insures our directors

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

Director Independence

See “Item 10.

Directors, Executive Officers and Corporate Governance;

Corporate Governance, Board Composition”

above for a discussion

Corporate Governance, Board Composition” above for a discussion

regarding the independence of the members of our Board of Directors.

PRINCIPAL ACCOUNTING FEES

The following table

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

Audit-Related Fees

All Other Fees

PRINCIPAL ACCOUNTING FEES AND SERVICES

Somekh Chaikin, Tel Aviv, Israel (PCAOB ID 1057), a member of KPMG International,

has served as our independent registered public accounting firm for 2021 and 2020.

Following are KPMG International’s fees for professional

services in each of the respective fiscal years:

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

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

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

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

public accounting firm.

Pre-Approval Policies and Procedures

In accordance with

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

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

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

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

members of the audit committee.

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

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

In the fiscal years

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

were pre-approved by the audit committee.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

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

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

registered public accounting provided during the period.

Policies and Procedures

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

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

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

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

audit committee.

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

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

In the fiscal years ended December 31, 2021 and

December 31, 2020 all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee.

EXHIBITS, FINANCIAL STATEMENT

Financial Statements

The financial

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

See Exhibit Index

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

Exhibit Index

FORM 10-K SUMMARY

Not applicable

EXHIBIT INDEX

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

(incorporated by reference to Exhibit 3.1 to the Company’s Current Form on Form 8-K filed on March 23, 2017)

Amended and Restated By-Laws of My Size, Inc.

(incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed on March 4, 2016)

(incorporated by reference to Exhibit 3.1 to the Company’s Current Form on Form 8-K filed on March 23, 2017)

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

(incorporated by reference to the Company’s Current Report on Form 8-K filed on February 20, 2018)

Second Amended and Restated By-Laws of My Size, Inc.

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

(incorporated by reference to the Company’s Current Report on Form 8-K filed on February 20, 2018)

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

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

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

Form of Warrant to Purchase Common Stock issued on December 22, 2017 (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1/A filed on December 18, 2017)

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

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

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

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

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

(incorporated by reference to the Company’s Current Report on Form 8-K filed on January 7, 2022)

Amended and Restated By-Laws of My Size, Inc.

(incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed on March 4, 2016)

Second Amended and Restated By-Laws of My Size, Inc.

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

Amendment No.

1 to Second Amended and Restated By-Laws of My Size, Inc.

(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 7, 2022)

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

Form of Warrant to Purchase Common Stock issued on December 22, 2017 (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1/A filed on December 18, 2017)

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

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

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

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

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

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

My Size, Inc.

2017 Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement on Schedule DEF 14A filed on March 2, 2017)

My Size, Inc.

2017 Consultant Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement on Schedule DEF 14A filed on March 2, 2017)

My Size, Inc.

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

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

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

Purchase Agreement between My Size, Inc.

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

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

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

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

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

Employment Agreement between My Size Israel 2014 Ltd.

and Ronen Luzon dated November 18, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2018)

Employment Agreement between My Size Israel 2014 Ltd.

and Or Kles dated November 18, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2018)

Employment Agreement between My Size Israel 2014 Ltd.

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

At the Market Offering Agreement between My Size, Inc.

Wainwright & Co.

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

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

Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 15, 2020)

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

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

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

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

Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 15, 2020)

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

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

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

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

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

List of Subsidiaries

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

Form of Registered Direct Offering Securities Purchase Agreement, dated October 26, 2021, by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 28, 2021)

Form of PIPE Securities Purchase Agreement, dated October 26, 2021, by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 28, 2021)

Form of Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 28, 2021)

Form of Registration Rights Agreement, dated October 26, 2021, by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 28, 2021)

Engagement Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on October 28, 2021)

Settlement Agreement dated as of November 4, 2021 between the Company and David Lazar, Custodian Ventures, LLC, Activist Investing LLC, David Aboudi, Patrick Loney and David Natan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on November 5, 2021)

Share Purchase Agreement dated as of February 7, 2022 between My Size Israel 2014 Ltd.

and Amar Guy Shalom and Elad Bretfeld (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 8, 2022)

Employment Agreement between My Size Israel 2014 Ltd.

and Ezequiel Javier Brandwain dated January 27, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 1, 2022)

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed on March 29, 2021)

Consent of Somekh Chaikin

3 unchanged sentences

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

XBRL Instance Document

Instance Document

XBRL Taxonomy Schema

3 unchanged sentences

XBRL Taxonomy Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline XBRL document and contained in Exhibit 101)

Filed herewith.

Indicates a management

contract or any compensatory plan, contract or arrangement

Pursuant to the requirements

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

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

Indicates a management contract or any compensatory plan, contract or arrangement

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

on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 18th day of March, 2022.

MY SIZE, INC.

/s/ Ronen Luzon

Chief Executive Officer

2 unchanged sentences

(Principal Financial and Accounting Officer)

Pursuant to the requirements

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

registrant and in the capacities and on the dates indicated.

Chief Executive

Officer and Director

(Principle Executive

Chief Financial

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

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

Chief Executive Officer and Director

(Principle Executive Officer)

Chief Financial Officer

(Principal Financial and Accounting Officer)

3 unchanged sentences

Oron Branitzky

Guy Zimmerman

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

What changed 10-K

Item 9A. Controls and Procedures