What changed in this filing

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Item 1. Legal Proceedings

2022-05-12 compared with 2021-11-15 · 50 added, 65 removed, 12 unchanged (91% of the section changed)

3 unchanged sentences

harm our business.

August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County

of New York for breach of a Securities Purchase Agreement or Agreement in which we are 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 us, 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 us against them, alleging that we 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

our CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities.

On October 17, 2018,

we filed a reply to North Empire’s counterclaims.

On November 15, 2018, our 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

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

North Empire LLC

On August 7, 2018,

we 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 we are 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

On September 6, 2018 North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018.

27, 2018, North Empire filed an answer and asserted counterclaims in the action commenced by us against them, alleging that we

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 our CEO and now former Chairman of the Board asserting similar claims against them in their

individual capacities.

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

On November 15, 2018, our

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.

On January 26, 2022, we filed a notice

of appeal of the summary judgment decision.

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

On February 3, 2022, we

filed a motion to reargue the Court’s decision denying our motion for summary judgment.

On or about March 31, 2022,

North Empire filed its opposition papers to our motion to reargue.

The return date on the motion to reargue has been adjourned

to May 23, 2022.

Venture Capital Ltd.

July 5, 2021, we were served with a legal complaint filed by Fidelity Venture Capital Ltd.

2 unchanged sentences

The plaintiffs allege that we breached

our contractual obligations to pay them for services allegedly rendered to us by the plaintiffs under a certain consulting

agreement in an amount of NIS 819,000.

Additionally, the plaintiffs allege that we should compensate them for losses allegedly

incurred by them following their investment in our shares issued under a certain private offering.

In 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.

We filed our statement of defense

on October 25, 2021.

The first preliminary court hearing of the case is scheduled for Janua1y 23 2022.

At this preliminary

stage, before any fact finding and pre-trial procedures (including disclosure of documents) have been conducted, we cannot evaluate

the chances of the claim to succeed.

On September 22, 2021,

Custodian Ventures, LLC, or Custodian, commenced an action in the Court of Chancery of the State of Delaware

captioned, Custodian Ventures, LLC v.

Mysize, Inc., C.A.

2021-0817-LWW , or 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.

On November 4, 2021, we entered into a settlement agreement, or the Settlement

Agreement, with Custodian, Activist Investing LLC, David Aboudi, Partick Loney and David Natan, collectively, the Lazar Parties, settling

and dismissing the Delaware Action.

On October 19, 2021, we commenced

an action in the United States District Court for the Southern District of New York captioned My Size, Inc.

David Lazar, Custodian

Ventures LLC, 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, Civil Action No, 1:21-cv-08585, pursuant to Sections 13(d) and 14(a) of the Securities

Exchange Act of 1934, and certain rules promulgated thereunder, or 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 of.

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 our 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.

On November 4, 2021, we entered into the Settlement Agreement with the Lazar Parties settling and dismissing the claims asserted in the

SDNY Action and the Delaware Action against one another.

On November 8, 2021, the remaining defendants in the SDNY Action filed and answer

and counterclaim asserting a claim against us pursuant to New York Civil Rights Law Section 70-a, also known as New York’s anti-SLAPP

our contractual obligations to pay them for services allegedly rendered to us by the plaintiffs under a certain consulting agreement

in an amount of NIS 819,000.

Additionally, the plaintiffs allege that we should compensate them for losses allegedly incurred by

them following their investment in our shares issued under a certain private offering.

In 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.

We filed our statement of defense on October 25, 2021.

The first court preliminary hearing was held on March 1,

Following the first preliminary hearing and the Court’s comments and recommendation, the plaintiffs filed a motion to

strike out the claim without prejudice.

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

The Court also

ruled that to the extent the plaintiffs will not move within 7 days to revise their motion do dismiss their claim “with

prejudice”, the we will be entitled to request an order for costs.

On April 11, 2022 the Court ordered the plaintiffs to pay

our costs in the amount of NIS 15,000, within 30 days.

Risk Factors.

Not required for a smaller

reporting company.

required for a smaller reporting company.

Unregistered Sales of Equity Securities and Use of Proceeds.

2 unchanged sentences

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-Q

Item 1. Legal Proceedings