What changed in this filing

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Item 1. Business

2023-04-14 compared with 2022-03-18 · 395 added, 437 removed, 252 unchanged (77% of the section changed)

is a provider of an innovative artificial intelligence driven measurement solutions that are designed to address shortcomings

in multiple verticals, including the e-commerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries.

we are mainly focusing on the e-commerce fashion/apparel industry.

Utilizing our sophisticated algorithms within our proprietary

technology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses

across the globe.

Our solutions can be utilized

to accurately take measurements of a variety of items via a mobile device.

By downloading the application to a smartphone, the user is

then able to run the mobile device over the surface of an item the user wishes to measure.

The information is then automatically sent

to a cloud-based server where the dimensions are calculated through our proprietary algorithms, and highly accurate measurements (+ or -

2 centimeters) are then sent back to the user’s mobile device.

We believe that the commercial applications for this technology

are significant in many areas.

Our flagship product, MySizeID,

enables shoppers to generate highly accurate measurements of their body to find proper fitting clothes and accessories, through the use

of our application on their mobile phone or through a simple questionnaire if the user decides not to download the application.

are an omnichannel e-commerce platform and provider of AI-driven apparel sizing and digital experience solutions that drive revenue growth

and reduce costs for our business clients for online shopping and physical stores.

flagship innovative tech products, MySizeID, enables shoppers to generate highly accurate measurements of their body to find the accurate

fitting apparel by using our application on their mobile phone or through MySizeID Widget:

a simple questionnaire which uses a database

collected over the years.

syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a white labeled) mobile application,

and only presents items for purchase that match their measurements to ensure a correct fit.

MySizeID is available for license by retailers

and download by consumers on both iOS and Android operating systems.

While we rollout our

products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize

This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process

may take longer.

Generally, first we integrate our product into a customer’s online platform, which is followed by piloting

and implementation, and, assuming we are successful, commercial roll-out, all of which takes time before we expect it to impact our

financial results in a meaningful way.

While we have begun generating initial sales revenue, we do not expect to generate meaningful

revenue during 2022 from MySizeID .

Because of the numerous risks and uncertainties associated with the success of our market penetration and our

dependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize

We may be unable to successfully develop or market any of our current or proposed products or technologies, those products

or technologies may not generate any revenues, and any revenues generated may not be sufficient for us to become profitable or

thereafter maintain profitability.

Zigdon Agreement

May 26, 2021, we, My Size Israel 2014 Ltd, or My Size Israel, and Shoshana Zigdon entered into an Amendment to Purchase Agreement,

or the Amendment, which made certain amendments to a Purchase Agreement between the parties dated February 16, 2014, or the Purchase

to the Amendment, Ms.

Zigdon agreed to irrevocably waive (i) the right to repurchase certain assets related to the collection of data

for measurement purposes that My Size Israel acquired from Ms.

Zigdon under the Purchase Agreement and upon which our business is substantially

dependent, or the Assets, and (ii) all past, present and future rights in any of the intellectual property rights sold, transferred and

assigned to My Size Israel under the Purchase Agreement and any modifications, amendments or improvements made thereto, including, without

limitation, any compensation, reward or any rights to royalties or to receive any payment or other consideration whatsoever in connection

with such intellectual property rights, or the Waiver.

In consideration of the Waiver, we issued 2,500,000 shares of common stock to

the Purchase Agreement prior to the Amendment, Ms.

Zigdon had a right to repurchase the Assets until June 16, 2021 at the market price

of the Assets as determined by a third party independent valuation.

In addition, under the Purchase Agreement prior to the Amendment,

Zigdon would have had a right to receive 18% of My Size Israel’s operating profit, directly or indirectly connected with the

Assets, together with VAT for a period of seven years from the end of the development period of My Size Israel’s measurement solution.

2021 Financing

October 26, 2021, holders of warrants exercised an aggregate of 2,625,908 shares of common stock in consideration for $2,889,000.

addition, on the same day, we entered into securities purchase agreements, or the RD Purchase Agreements with several

institutional investors, or the Purchasers, pursuant to which we agreed to sell and issue in the RD Offering an aggregate of

2,514,800 of our shares of common stock, or the RD Shares, and, in a concurrent private placement, an aggregate of 1,886,100

unregistered warrants to purchase shares of common stock, or the RD Warrants, at an offering price of $1.352 per share and

associated warrant.

In addition, we entered into security purchase agreements, or the PIPE Purchase Agreements, and together with

the RD Purchase Agreements, the Purchase Agreements, with the Purchasers pursuant to which we agreed to sell and issue in a PIPE

Offering an aggregate of 3,772,208 unregistered shares of common stock, or the PIPE Shares, and together with the RD Shares, the

Shares, and unregistered warrants to purchase up to an aggregate of 2,829,156 shares of common stock, or the PIPE Warrants and

together with the RD Warrants, the Warrants, at the same purchase price as in the RD Offering.

The Offerings closed on October 28,

Warrants are immediately exercisable and expire five years from issuance at an exercise price of $1.26 per share, subject to adjustment

as set forth therein.

The Warrants may be exercised on a cashless basis if there is no effective registration statement registering the

shares underlying the warrants.

connection with the PIPE Purchase Agreement, we entered into a registration rights agreement, or the Registration Rights Agreement, with

the Purchasers.

Pursuant to the Registration Rights Agreement, we will be required to file a resale registration statement, or the Registration

Statement, with the Securities and Exchange Commission, or the SEC, to register for resale the shares issuable in connection with the

PIPE Offering, including shares issuable upon exercise of the Warrants, within 20 days of the signing date of the PIPE Purchase Agreement,

or the Signing Date, and to have such Registration Statement declared effective within 60 days after the Signing Date in the event the

Registration Statement is not reviewed by the SEC, or 90 days of the Signing Date in the event the Registration Statement is reviewed

gross proceeds to us in respect of the Offerings was approximately $8.5 million, before deducting fees payable to the placement agent

and other estimated offering expenses payable by us.

also entered into a letter agreement, or the Engagement Agreement, with H.C.

Wainwright & Co., LLC, or Wainwright, pursuant to which

Wainwright agreed to serve as the exclusive placement agent for us in connection with the Offerings.

We paid Wainwright a cash placement

fee equal to 7% of the aggregate purchase price for the Shares sold in the Offerings, a management fee of 1% of the aggregate purchase

price for the Shares sold in the Offerings, a non- accountable expense allowance of $35,000, $50,000 for fees and expenses of legal counsel

and clearing expenses of $15,950.

Wainwright also received placement agent warrants, or the Placement Agent Warrants, on substantially

the same terms as the Purchasers in the Offering in an amount equal to 7% of the aggregate number of Shares sold in the Offerings, or

440,091 shares, at an exercise price of $1.69 per share and a term expiring on October 26, 2026.

May 2021, we received notice from Custodian Ventures, LLC, or Custodian, of its intention to nominate four candidates to stand for election

to our Board of Directors at our 2021 annual meeting of stockholders.

Custodian subsequently made a book and records request and

has made public statements calling for changes to our management.

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

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.

As further described below, 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

October 19, 2021, we commenced an action in the United States District Court for the Southern District of New York captioned My Size,

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.

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.

As further described below, 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.

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 statute.

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

Pursuant to the

Lazar Settlement Agreement, we and the Lazar Parties agreed to compromise and settle the Delaware Action and SDNY Action.

pursuant to the Lazar Settlement Agreement, we reimbursed Custodian for out of pocket expenses and in consideration for the dismissal

and release of claims against the Company an aggregate amount equal to $275,000.

With respect to our 2021 annual meeting of stockholders,

Custodian agreed to, among other things, withdraw or rescind (i) its May 12, 2021 notice of stockholder nominations of four director

candidates with respect to our 2021 annual meeting of stockholders, (ii) the notice dated October 28, 2021 submitted by Custodian to

us notifying us of Custodian’s continued intent to bring its nomination of four director candidates before our stockholders at

the 2021 annual meeting, and (iii) any and all related materials and notices submitted to us in connection therewith or related thereto

and to not take any further action in connection with the solicitation of any proxies in connection with us.

Custodian also agreed to

cease any and all solicitation and other activities in connection with the 2021 annual meeting.

In addition, Custodian agreed to certain

customary standstill provisions for a period of five years beginning on the effective date of the Agreement, or the Standstill Period.

The Lazar Settlement Agreement also provides that during the Standstill Period, the Lazar Parties will vote all shares of our common

stock it beneficially owns in accordance with any proposal or recommendation made by us or our Board of Directors that is submitted

to our stockholders, unless to do so would violate applicable law and except with respect to certain extraordinary transactions.

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

December 9, 2021, we subsequently entered into a Settlement Agreement, or the Ault Settlement Agreement, with Milton C.

Ault III, Ault

Alpha LP, Ault Alpha GP LLC, Ault Capital Management LLC, Ault & Company Inc., collectively the Ault Parties, which we agreed to

withdraw the SDNY Action against the Ault Parties and the Ault Parties agreed to withdraw the counterclaim that they asserted in that

action against the Company.

In addition, pursuant to the Settlement Agreement, we paid $70,000 to the Ault Parties in consideration for

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

Minimum Bid Price Deficiency

January 3, 2022, we were notified, or the Notification Letter, by the Nasdaq Listing Qualifications that we are not in compliance with

the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on The Nasdaq Capital

Notification Letter provides that the Company has 180 calendar days, or until July 5, 2022, to regain compliance with the Rule.

compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive

business days.

In the event we do not regain compliance by July 5, 2022, we may then be eligible for additional 180 days if we meet the

continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital

Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency

during the second compliance period.

If we do not qualify for the second compliance period or fail to regain compliance during the second

compliance period, then Nasdaq will notify us of its determination to delist our common stock, at which point we will have an opportunity

to appeal the delisting determination to a Hearings Panel.

Share Purchase Agreement

are positioning ourselves as a consolidator of sizing solutions and new digital experience due to new developments for the fashion industry

Our other product offerings include First Look Smart Mirror for physical stores and Smart Catalog to empower brand design teams,

which are designed to increase end consumer satisfaction, contributing to a sustainable world and reduce operation costs.

February 7, 2022, My Size Israel 2014 Ltd, or My Size Israel, entered into a Share Purchase Agreement, or the Orgad Agreement, with Amar

Guy Shalom and Elad Bretfeld, or the Orgad Sellers, pursuant to which the Orgad Sellers agreed to sell to My Size Israel all of the issued

and outstanding equity of Orgad International Marketing Ltd., a company incorporated under the laws of the State of Israel, or Orgad.

Orgad operates an omnichannel e-commerce platform.

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

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

Cash Consideration, (ii) an aggregate of 2,790,049 shares, or the Orgad Equity Consideration, of the our common stock, and (iii) earn-out

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

and outstanding equity of Orgad.

operates an omnichannel e-commerce platform engaged in online retailing in the global market.

It operates as a third-party seller on

Amazon.com, eBay and others.

Orgad currently manages more than 1,000 stock-keeping units, or SKUs, mainly in fashion, apparel and shoes.

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

In consideration of the shares of Orgad, the Orgad

Sellers are entitled to receive (i) up to $1,000,000 in cash, or the Orgad Cash Consideration, (ii) an aggregate of 111,602 shares,

or the Orgad Equity Consideration, of our common stock, and (iii) earn-out payments of 10% of the operating profit of Orgad for the years

2022 and 2023.

The transaction closed on the same day.

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which we paid upon closing, (ii) $350,000 payable on the two-year anniversary of the closing, and (iii) $350,000 payable on the three-year

anniversary of the closing;

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

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

further to certain downward post-closing adjustment.

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(i) 55,801 shares were issued at

closing, and (ii) and 1,395,024 shares will be issued in eight equal quarterly installments until the lapse of two years from closing,

closing, and (ii) 55,801 shares will be issued in eight equal quarterly installments until the lapse of two years from closing,

subject to certain downward post-closing adjustment.

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

October 7, 2022, we entered into a Share Purchase Agreement, or the Naiz Agreement, with Borja Cembrero Saralegui, or Borja, Aritz Torre

Garcia, or Aritz, Whitehole, S.L., or Whitehole, Twinbel, S.L., or Twinbel and EGI Acceleration, S.L., or EGI.

Each of Borja, Aritz,

Whitehole, Twinbel and EGI shall be referred to as the Naiz Sellers herein.

Pursuant to the Naiz Agreement, the Naiz Sellers agreed to

sell to My Size all of the issued and outstanding equity of Naiz, a limited liability company incorporated

under the laws of Spain.

The acquisition of Naiz was completed on October 11, 2022.

consideration of the purchase of the shares of Naiz, the Naiz Agreement provided that the Naiz Sellers are entitled to receive (i) an

aggregate of 240 ,000 shares, or the Naiz Equity Consideration, of My Size common stock, or the Shares, representing in the aggregate,

immediately prior to the issuance of such shares at the closing of the transaction, not more than 19.9% of the issued and outstanding

Shares and (ii) up to $2,050,000 in cash, the Naiz Cash Consideration.

Naiz Equity Consideration was issued to the Naiz Sellers at closing of the transaction of which 94,632 shares of My Size common stock

were issued to Whitehole constituting 6.6% of our outstanding shares following such issuance.

The Naiz Agreement also provides that,

in the event that the actual value of the Naiz Equity Consideration (based on the average closing price of the Shares on the Nasdaq Capital

Market over the 10 trading days prior to the closing of the transaction, or the Equity Value Averaging Period) is less than $1,650,000,

My Size shall make an additional cash payment, or the Shortfall Value to the Naiz Sellers within 45 days of our receipt of Naiz’s

2025 audited financial statements;

provided that certain revenue targets are met.

Following the Equity Value Averaging Period, it was

determined that the Shortfall Value is $459,240.

Naiz Cash Consideration is payable to the Naiz Sellers in five installments, according to the following payment schedule:

(i) US$500,000

at closing, (ii) up to US$500,000 within 45 days of My Size’s receipt of Naiz’s 2022 audited financial statements, (iii)

up to US$350,000 within 45 days of My Size’s receipt of Naiz’s unaudited financial statements for the six months ended June

30, 2023, (iv) up to $350,000 within 45 days of My Size’s receipt of Naiz’s unaudited financial statements for the six months

ended December 31, 2023, and (v) up to $350,000 within 45 days of My Size’s receipt of Naiz’s 2024 audited financial statements;

provided that in the case of the second, third, fourth and fifth installments certain revenue targets are met.

payment of the second, third, fourth and fifth cash installments are further subject to the continuing employment or involvement of Borja

and Aritz, or the Key Persons, by or with Naiz at the date such payment is due (except if a Key Person is terminated from Naiz due to

a Good Reason (as defined in the Naiz Agreement).

Naiz Agreement contains customary representations, warranties and indemnification provisions.

In addition, the Naiz Sellers are subject

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

to My Size’s business.

connection with the Naiz Agreement, (i) each of the Naiz Sellers entered into six-months lock-up agreements, or the Lock-Up Agreement,

with My Size, (ii) Whitehole, Twinbel and EGI entered into a voting agreement, or the Voting Agreement, with My Size and (iii) each of

the Key Persons entered into employment agreements and services agreements with Naiz.

Lock-Up Agreement provides that each Naiz Seller will not, for the six-months period following the closing of the transaction, (i) offer,

pledge, sell, contract to sell, sell any option, warrant or contract to purchase, purchase any option, warrant or contract to sell, grant

any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible

into or exercisable or exchangeable for Shares in each case, that are currently or hereafter owned of record or beneficially (including

holding as a custodian) by such Naiz Seller, or publicly disclose the intention to make any such offer, sale, pledge, grant, transfer

or disposition;

or (ii) enter into any swap, short sale, hedge or other agreement that transfers, in whole or in part, any of the economic

consequences of ownership of such Naiz Seller’s Shares regardless of whether any such transaction described in clause (i) or this

clause (ii) is to be settled by delivery of Shares or such other securities, in cash or otherwise.

The Lock-Up Agreement also contains

an additional three-months “dribble-out” provision that provides following the expiration of the initial six-months lock-up

period, without My Size’s prior written consent (which My Size shall be permitted to withhold at its sole discretion), each Naiz

Seller shall not sell, dispose of or otherwise transfer on any given day a number of Shares representing more than the average daily

trading volume of the Shares for the rolling 30 day trading period prior to the date on which such Seller executes a trade of the Shares.

Voting Agreement provides that the voting of any Shares held by each of Whitehole, Twinbel and EGI, or the Naiz Acquisition Stockholders,

will be exercised exclusively by a proxy designated by My Size’s board of directors from time to time, or the Proxy, and that each

Naiz Acquisition Stockholder will irrevocably designate and appoint the then-current Proxy as its sole and exclusive attorney-in-fact

and proxy to vote and exercise all voting right with respect to the Shares held by each Naiz Acquisition Stockholder.

The Voting Agreement

also provides that, if the voting power held by the Proxy, taking into account the proxies granted by the Naiz Acquisition Stockholders

and the Shares owned by the Proxy, represents 20% or more of the voting power of My Size’s stockholders that will vote on an item,

or the Voting Power, then the Proxy shall vote such number of Shares in excess of 19.9% of the Voting Power in the same proportion as

the Shares that are voted by My Size’s other stockholders.

The Voting Agreement will terminate on the earliest to occur of (i)

such time that such Naiz Acquisition Stockholder no longer owns the Shares, (ii) the sale of all or substantially all of the assets of

My Size or the consolidation or merger of My Size with or into any other business entity pursuant to which stockholders of My Size prior

to such consolidation or merger hold less than 50% of the voting equity of the surviving or resulting entity, (iii) the liquidation,

dissolution or winding up of the business operations of My Size, and (iv) the filing or consent to filing of any bankruptcy, insolvency

or reorganization case or proceeding involving My Size or otherwise seeking any relief under any laws relating to relief from debts or

protection of debtors.

On January 2, 2023, Orgad experienced a fire at its warehouse in Israel.

we are not aware of any casualties or injuries associated with the fire.

We shifted Orgad’s operation to its headquarters.

of the inventory that was in the warehouse was approximately $450,000.

We believe that this incident did not affect the future sales results

of Orgad for the year of 2023.

The inventory was not insured and it is too early to determine the potential impact of this incident on

the other parties that were involved in the incident (lessor and others that leased properties near the warehouse).

2023 Financing

January 10, 2023, we entered into a securities purchase agreement, or the

RD Purchase Agreement, pursuant to which we agreed to sell and issue in the RD Offering an aggregate of 162,000 of our shares of common

stock, or the RD Shares, and pre-funded warrants, or the Pre-funded Warrants, to purchase up to 279,899 shares of common stock and, in

a concurrent private placement, unregistered warrants to purchase up to 883,798 shares of common stock, or the RD Warrants, consisting

of Series A warrants, or Series A Warrants, to purchase up to 441,899 shares of common stock and Series B warrants, or Series B Warrants,

to purchase up to 441,899 shares of common stock, at an offering price of $3.055 per RD Share and associated Series A and Series B Warrants

and an offering price of $3.054 per Pre-funded Warrant and associated Series A and Series B Warrants.

addition, we entered into a securities purchase agreement, or the PIPE

Purchase Agreement, and together with the RD Purchase Agreement, the Purchase Agreements, pursuant to which we agreed to sell and issue

in the PIPE Offering an aggregate of up to 540,098 unregistered Pre-funded Warrants and unregistered warrants to purchase up to an aggregate

of 1,080,196 shares of common stock, or the PIPE Warrants and together with the RD Warrants, the Warrants, consisting of Series A Warrants

to purchase up to 540,098 shares of common stock and Series B Warrants to purchase up to 540,098 shares of common stock at an offering

price of $3.054 per Pre-funded Warrant and associated Series A and Series B Warrants.

Pre-funded Warrants are immediately exercisable at an exercise price of $0.001 per share and will not expire until exercised in full.

The Warrants are immediately exercisable upon issuance at an exercise price of $2.805 per share, subject to adjustment as set forth therein.

The Series A Warrants have a term of five and one-half years from the date of issuance and the Series B Warrants have a term of 28 months

from the date of issuance.

The Warrants may be exercised on a cashless basis if there is no effective registration statement registering

the shares underlying the warrants.

connection with the PIPE Purchase Agreement, we entered into a registration

rights agreement, or the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, we are required to file a resale

registration statement, or the Registration Statement, with the Securities and Exchange Commission, or the SEC, to register for resale

the shares issuable upon exercise of the unregistered Pre-funded Warrants and the Series A and Series B Warrants, within 20 days of the

signing date of the PIPE Purchase Agreement, or the Signing Date, and to have such Registration Statement declared effective within 60

days after the Signing Date in the event the Registration Statement is not reviewed by the SEC, or 90 days of the Signing Date in the

event the Registration Statement is reviewed by the SEC.

we will be obligated to pay certain liquidated damages if we fail to maintain

the effectiveness of the Registration Statement.

Purchase Agreements and the Registration Rights Agreements also contain

representations, warranties, indemnification and other provisions customary for transactions of

In addition, subject to limited exceptions, the Purchase Agreements provide that for a period of one year following the closing

of the Offerings, we will not effect or enter into an agreement to effect a “variable rate transaction” as defined in the

Purchase Agreements.

gross proceeds to the Company in respect of the Offerings was approximately $3.0 million, before deducting fees payable to the placement

agent and other offering expenses payable by the Company.

also entered into a letter agreement, or the Engagement Agreement, with H.C.

Wainwright & Co., LLC, or Wainwright, pursuant to which

Wainwright agreed to serve as the exclusive placement agent for the Company in connection with the Offerings.

We paid Wainwright

a cash placement fee equal to 7% of the aggregate gross proceeds raised in the Offerings, a management fee of 1% of the aggregate gross

proceeds raised in the Offerings, a non-accountable expense allowance of $85,000 and clearing fees of $15,950.

Wainwright also received

placement agent warrants, or the Placement Agent Warrants, with substantially the same terms as the Series A Warrants issued in the Offering

in an amount equal to 7% of the aggregate number of Shares and Pre-funded Warrants sold in the Offerings, or 68,740 shares, at an exercise

price of $3.8188 per share and a term expiring on January 10, 2028.

cloud-based software platform provides highly accurate sizing and measurement with broad applications including the online fashion/apparel

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of novel ways.

Although specific functionality varies by product, we believe that our core solutions address the need for highly

accurate measurements in a variety of consumer friendly, every day uses.

Although specific functionality varies by product, we believe that our core solutions address the need for highly accurate

measurements in a variety of consumer friendly, every day uses.

have developed three products, MySizeID for the fashion/apparel industry, BoxSize for the logistics and courier services

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the use of our application on their mobile phone or through a simple questionnaire if the user decides not to download the application.

MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a white labeled)

mobile application, and only presents items for purchase that match their measurements to ensure a correct fit.

available for license by retailers and download by consumers on both iOS and Android operating systems.

MySizeID syncs the user’s measurement data to a sizing chart and presents items for purchase that match their measurements

to ensure a correct fit.

MySizeID is available for license by retailers and accessable by consumers through a web page.

enables customers to quickly and easily measure the size and volume of a parcel to accurately calculate shipping fees.

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to our clients’ needs.

The MySizeID widget can be integrated via one-line JavaScript code, or through RESTful API;

user experience.

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operations and consumers that may be in between sizes.

All the information is being gathered and stored on our servers where

it can be used by retailers;

Label Solution .

Our solutions can be transformed into white label applications at an extra cost to any customer that

wants to utilize or embed our technology within their systems;

All the information is being gathered and stored on our servers where it can

be used by retailers;

Non-Invasive.

In taking measurements using our solution, the smartphone camera is not utilized;

instead, the measurements

are captured by scanning the smartphone over the consumer’s body or package, thus ensuring greater privacy.

instead, the measurements are captured

by scanning the smartphone over the consumer’s body or package, thus ensuring greater privacy.

Growth Strategy

aim to drive revenue primarily through penetration of the U.S.

market through a business to business to consumer (B2B2C) model

in the verticals we are targeting.

and Europe markets through a business to business to consumer (B2B2C)

model in the verticals we are targeting.

We are pursuing the following growth strategies:

Additional Commercial Agreements with U.S.

During 2020 and 2021, we entered into commercial agreements with Levi’s,

Nautica, Gant, Lacoste, Trutex, Penti, DeMoulin, UniformMarket, and Tricorp among others.

We are in various stages of discussions

and foreign retailers for the deployment of our measurement technology with a view to entering into additional commercial

During 2022, we expanded our commercial agreements with Levi’s,

introducing North America (U.S.

and Canada) and Latin America regions, and by extension Levis’ native apps in EU and U.S.

We also entered into commercial agreements with Baby Fresh, Galax, Punto Blanco, GEF France, Diesel, Gaala, Superdry, Uniontex Industries,

and Temperlay London among others.

We are in various stages of discussions with U.S.

and foreign retailers for the deployment of

our size recommendation and measurement technology with a view to entering into additional commercial agreements.

a Two-Pronged Commercialization Strategy.

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third-party platforms.

Furthermore, with the expansion of MySizeID through the release of our FirstLook Smart

Mirror, which we are offering to brick and mortar stores to digitize the physical stores, MySizeID is now

available for online retailers utilizing the WooCoomerce, Shopify, Lightspeed, PrestaShop, Bitrix and Wix platforms and to brick

and mortar stores through GK Software POS solution while BoxSize is available on the Honeywell Marketplace, Zebra Technologies

and Datalogic.

Furthermore, with the expansion of MySizeID through the release of our FirstLook Smart Mirror, which

we are offering to brick and mortar stores to digitize the physical stores, MySizeID is now available for online retailers

utilizing the WooCoomerce, Shopify, Lightspeed, PrestaShop, Bitrix and Wix platforms and to brick and mortar stores through GK Software

POS solution while BoxSize is available on the Honeywell, Zebra Technologies and Datalogic.

Investment in our Technology Platform.

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In particular, we seek not only to deliver size recommendations

but to provide a robust, end-to-end,artificial intelligence, or AI-driven platform that inspires consumer confidence and drives

revenue growth by providing a superior consumer journey to both online and the brick and mortar stores.

but to provide a robust, end-to-end,artificial intelligence, or AI-driven platform that inspires consumer confidence and drives revenue

growth by providing a superior consumer journey to both online and the brick and mortar stores.

our database .

As the usage of our measurement apps increases, our database of information including user behaviour

and body measurements generates valuable statistics.

Such data can be used in the big data market for targeted advertising and for

blind consumer data mining.

As the usage of our measurement apps increases, our database of information including user behaviour and body

measurements generates valuable statistics.

Such data can be used in the big data market for targeted advertising and for blind consumer

and acquire synergistic businesses .

In order to reduce our time to market and obtain complementary technologies, we

are seeking to acquire technologies and businesses that are synergistic to our product offering.

We recently completed an acquisition

of Orgad which operates an omnichannel e-commerce platform.

In order to reduce our time to market and obtain complementary technologies, we are seeking

to acquire technologies and businesses that are synergistic to our product offering.

We recently completed an acquisition of Orgad

which operates an omnichannel e-commerce platform and Naiz which provides SaaS technology solutions that solve size and fit issues

for fashion ecommerce companies.

and cooperation.

In order to bring a wider solution for the retail market we are working to partner and integrate

our technology with partners that can increase our penetration and offering to the market.

mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online.

Tasks that were

once primarily brick-and-mortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project

– have now shifted to digital, as consumers prefer the convenience of shopping anywhere, anytime.

meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.

to Statista, retail e-commerce sales worldwide for 2021 were $5.0 trillion and this figure is forecast to grow by 50 percent

over the next four years, reaching about 7.4 trillion dollars by 2025.

While many sectors have found ways to increase revenue through

e-commerce, e-commerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,

low consumer conversion, and associated restocking and shipping costs.

In order to bring a wider solution for the retail market we are working to partner and integrate our technology

with partners that can increase our penetration and offering to the market.

global e-commerce market was $5.7 trillion in 2022, and the industry is expected to grow significantly in the coming years with no signs

of slowing down.

Market specialists expect a compound annual growth rate of 27.43% from 2023 to 2028:

according to data from Statista,

the market is expected to reach $6.5 trillion in 2023.

While many sectors have found ways to increase revenue through e-commerce, e-commerce

is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns, low consumer conversion,

and associated restocking and shipping costs.

Fashion/Apparel

the onset of the COVID-19 pandemic, a large volume of shopping has migrated online.

In a report by McKinsey from 2020, the total

global revenue of fashion sales through ecommerce jumped from 16% to 29%.

The same year, Shopify recorded that over 150 million

people shopped online for the first time.

An online shopping trend has enabled retailers to further re-strategize their shopping models

to gauge the interest of tech-savvy customers.

pandemic restrictions slowly begin to ease in the United States and abroad, the shift from online retail back to brick-and-mortar

shopping is revving up.

In addition, according

to analytics from Meticulous Research, AI in the retail market is expected to grow at a compound annual growth rate

of 34.4% from 2020, and is projected to be worth nearly $20 billion by 2027.

AI-powered solutions like virtual assistants,

chatbots, virtual try-on, and generated size recommendations can help retailers.

The technology extracts accurate customer insight and

provides improved shopping experiences to consumers who visit online stores.

The fashion market is one

of the fastest growing sectors of online retail – what was already estimated to be an approximately $758 billion market in 2021

and is projected to increase to over $1,003 billion by the end of 2025 according to DataFeedWatch.

However, conveniences of online shopping,

including simple search filters, the ability to purchase apparel without trying it on, and free returns, have led to returns.

the biggest causes for returns are sizing issues, due in part to a generally standardized sizing system that many retailers and clothing

Despite this universal system, many retailers’ clothes fit differently, which leaves consumers guessing what size

they need or ordering multiple sizes and returning the ones that do not fit, all at the retailer’s expense.

the onset of the COVID-19 pandemic, an immense shift to digital was recorded, with 85.9% growth vs.

pre-pandemic, according to Mastercard,

and over 2 billion people worldwide who shop online, according to data from Oberlo.

In November 2022, online shoppers broke records with

$11.3 billion in spending on Cyber Monday, driving 5.8% year-over-year growth and making the day the biggest online shopping day of all

time, according to Adobe Analytics.

2021, fashion companies invested between 1.6% and 1.8% of their revenues in technology, according to Mckinsey, and are expected to double

the investment by 2030 in order to keep up with digital natives and keep a competitive edge.

Personalization in e-commerce and hybrid

connectivity in brick-and-mortar retail are two key themes in the future of fashtech, according to Mckinsey’s 2022 State of Fashion

the upcoming years, inflation is expected to impact the fashion world.

As prices for goods increase, the challenge will be to inspire

confidence in consumers, via different smart digital tools.

Brands will need to embrace creative digital tools and new channels to deepen

customer relationships, and as Mckinsey forecasts in their State of Fashion report for 2023, they will need to execute on priorities

such as sustainability and digital acceleration.

global fashion e-commerce market size is expected to grow from $744.4 billion in 2022 to $821.19 billion in 2023 at a compound annual

growth rate of 10.3%.

In 2027, the market size is expected to grow to $1,222.32 billion, at a compound annual growth rate of 10.5%, according

on the importance which shoppers attribute to free shipping - 50% of cart abandonment rate is due to extra shipping costs (Baymard Institute)

- the need for fashion retailers to substantiate the optimal size for a customer, thus minimizing returns, has never been more crucial.

brands move online or significantly expand their online presence, we believe that developing innovative ways to connect with shoppers,

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Shipping/Parcel

According to Pitney Bowes,

parcel revenue in 13 major countries around the world increased by 22% year over year from $351 billion in 2019

(reflecting 103 billion parcels) to $430 billion in 2020 (reflecting 131 billion parcels).

In the shipping/parcel

industry, the dimensions of a package are critical.

It is not merely the measurement of a package or box – but rather the amount

of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box.

Far too often,

retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.

to Pitney Bowes, parcel revenue in 13 major countries around the world increased by 17% year over year from $420 billion in 2020 (reflecting

131 billion parcels) to $491 billion in 2021 (reflecting 159 billion parcels).

In the shipping/parcel industry, the dimensions of a package

are critical.

It is not merely the measurement of a package or box – but rather the amount of space that the package or box will

take up on a truck, airplane, or ship that will be transporting the package or box.

Far too often, retailers use unfit packaging for

their items, adding additional costs in materials and shipping fees.

to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit

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body in order to size clothing in the best way possible without the need to try the clothes on before purchasing.

is designed to simplify the process of purchasing clothes online and significantly reduce the rate of returns of poor-fitting

designed to simplify the process of purchasing clothes online and significantly reduce the rate of returns of poor-fitting clothing.

During 2022, MySizeID delivered over 23.5 million size recommendations.

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use of existing sensors in smart phones which enable, through a specific purpose application, the measurement of the body of any consumer

by moving the smartphone phone along his or her body.

The MySizeID application does not rely on user photographs or any additional

by moving the smartphone along his or her body.

The MySizeID application does not rely on user photographs or any additional hardware;

all a user needs to do is scan their body with their smartphone and the application records their measurements.

The measurements

can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websites without worrying

When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s

measurements and other parameters as he or she may have defined.

This data is also saved for use when a customer enters a brick and mortar

store to help serve the customer more efficiently and to provide a better shopping experience.

The measurements can

then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websites without worrying about

When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements

and other parameters as he or she may have defined.

This data is also saved for use when a customer enters a brick-and-mortar store to

help serve the customer more efficiently and to provide a better shopping experience.

Screenshot of MySizeID on smartphone and e-commerce website

part of the integration process, we offer to the retailer four main components:

MySizeID comes in the form of a native app or as white label app.

Our native app can be used “as is”

integrated into the retailer’s e-commerce website.

Alternatively, it can be white labeled according to the retailer’s

needs in a manner that showcases the retailer brand (colors, logo etc.).

The retailer can also receive the MySizeID software

development kit (SDK), and integrate it into its own existing application so the retailer’s consumers will not have to

have two separate apps when shopping online.

2021, we introduced a full integration of our e-commerce shoe sizing solution directly to retailers’ websites and added

a three-dimensional, or 3D, “Try-It-On” avatar feature.

Furthermore, we launched an application for the Evropeyskiy

Mall in Russia which is designed to streamline in-person shopping from browsing to point of sale.

part of the integration process, we offer to the retailer five main components:

MySizeID comes in the form of a native app or website.

Our native app can be used “as is” integrated

into the retailer’s e-commerce website.

The website users can build a body profile on the app and receive size recommendations

for their profile both in the app and on a widget integrated with their website.

When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget

which will inform the consumer of his or her recommended size, based on his or her actual measurements, as measured using the app

and the item he or is looking at.

and the item he or she is looking at.

widget has two features:

mode – which allows the user to obtain size from the following parameters:

gender, height and weight only.

are able to give a size estimation even without having all the measurements made with the app.

Wizard mode - allows the user to obtain size from the following parameters:

gender, height, weight, belly shape, hip shape and bra

The gender, height and weight questions are mandatory, while the body shape questions are optional and can be added to increase

accuracy for specific apparel categories.

mode - allows a user that does not wish to sign up to MySizeID as a user to obtain size recommendations as well.

MySizeID analytic pixel allows retailer to track and analyze the widget usage.

By adding the pixel to the retailer’s

website, MySizeID BI team can track engagement, order, and return data and provide retailers with tools to understand the advantages

and benefits of MySizeID.

your own device - using MySizeID instore solution, shoppers can receive size recommendations for all store items, when shopping in the

offline stores.

The shoppers can build their body profile using an easy to use 3 to 6 questions form, scan an item barcode and receive

a size recommendation for the scanned item based on their body profile and the item’s size chart.

feature we added is the “in-between sizing” feature.

Our system can detect a user that has body dimensions that place

the user in-between the clothes sizes being offered and lets the user know that.

That way a user can choose between the two sizes

according to the user’s fit preference (tight/loose/average).

addition, we have recently released our Instant-App

feature which allows shoppers to generate their body measurements directly from our widget, without the need to download our mobile

Using this technology, the shoppers can create their online profile of their personal measurements and complete a purchase faster

and easier with minimum distractions.

The body profile can be created while shoppers are viewing the page from their mobile phone, or by scanning a QR code on desktop that

will open the same page on the mobile phone.

Our system can detect a user that has body dimensions that place the

user in-between the clothes sizes being offered and lets the user know that.

A user can then choose between the two sizes according to

the user’s fit preference (tight/loose/average).

addition, we have recently released our Instant-App feature which allows shoppers to generate their body measurements directly from our

widget, without the need to download our mobile app.

Using this technology, the shoppers can create their online profile of their personal

measurements and complete a purchase faster and easier with minimum distractions.

body profile can be created while shoppers are viewing the page from their mobile phone, or by scanning a QR code on desktop that will

open the same page on the mobile phone.

of Instant-App widget on desktop on yumyumfashion website

The MyDash platform is a smart back-office system where the retailer enters all the information

regarding its size charts that correlates to every product in its e-commerce site, and where the retailer can access the information

on its users.

This system is customizable based on retailers needs.

In 2021, we changed the MyDash system in

order to increase the system’s accessibility, added walkthroughs, user guides and changed the user interface and much more

for the ease of use.

We added the option to use our generic size charts, added the option upload size chart files instead of typing

the size charts values manually, added more widget styling options and changed the pairing mechanism between the size chart and the

products to be more user-friendly.

The MyDash platform is a smart back-office system where the retailer enters all the information regarding

its size charts that correlates to every product in its e-commerce site, and where the retailer can access the information on its

This system is customizable based on the retailer’s needs.

In 2021, we changed the MyDash system to increase

the system’s accessibility, added walkthroughs, user guides and changed the user interface and much more for the ease of use.

We added the option to use our generic size charts, added the option upload size chart files instead of typing the size charts values

manually, added more widget styling options and changed the pairing mechanism between the size chart and the products to be more

user-friendly.

Screenshot of Back-Office System

FirstLook Smart

We recently launched the MySizeID FirstLook Smart Mirror which provides an interactive, mirror-like touch

display that allows brands to provide in-store customers with an enhanced, online shopping experience, contactless checkout and

obtains the recommended size.

The MySizeID FirstLook Smart Mirror can be placed in numerous locations throughout a retail

store, including the fitting rooms (without cameras) or other high-traffic locations of the store.

Highlight capabilities of the

FirstLook Smart Mirror include a 3D “Try-it-on” interactive avatar experience, personalized and highly accurate size recommendations by MySizeID , third-party point of sale systems integration, styling recommendations and

contactless “select and collect” at the register feature.

Smart Mirror .

The Smart Mirror provides an interactive, mirror-like touch display that allows brands to provide in-store

customers with an enhanced, online shopping experience, contactless checkout and obtains the recommended size.

FirstLook Smart Mirror can be placed in numerous locations throughout a retail store, including the fitting rooms (without cameras)

or other high-traffic locations of the store.

Highlight capabilities of the FirstLook Smart Mirror include a 3D “Try-it-on”

interactive avatar experience, personalized and highly accurate size recommendations by MySizeID , third-party point of sale

systems integration, styling recommendations and contactless “select and collect” at the register feature.

of MySizeID “first look” smart mirror in a fashion store

are currently offering MySizeID technology

to retailers through either a pay-per-use model or a monthly subscription model.

In our pay-per-use business

model, every time the consumer obtains a recommended size, the retailer is charged for the usage.

addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our

application on the platform’s app store and will be able to easily install it in their store.

In February 2020, MySizeID became

available for online retailers utilizing the Shopify platform.

Fashion and apparel retailers using Shopify can deploy the MySizeID turnkey

solution through the simple integration of the MySizeID widget on their site.

During 2020 we also released applications for

Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers to easily integrate

and use the MySizeID solution.

2020, we integrated MySizeID with Wix, PrestaShop and Bitrix, which is the biggest eCommerce platform in Russia.

are currently offering MySizeID technology to retailers through either a pay-per-use model or a monthly subscription model.

our pay-per-use business model, every time the consumer obtains a recommended size, the retailer is charged for the usage.

is a parcel measurement application that can provide real-time logistic data on package volumes and transportation, resulting in

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is available both on iOS and Android.

2020 we released the “One Click” feature on BoxSize that enables the user to measure a package with

just one swipe of the handheld device.

2020 we released the “One Click” feature on BoxSize that enables the user to measure a package with just one swipe

of the handheld device.

Previously, measurements through BoxSize would require three separate swipes.

Screenshot of BoxSize

BoxSize mobile measurement solution is

available on the Honeywell Marketplace.

In addition, BoxSize was approved for Honeywell’s Global Vendor Program,

and is available to provide highly accurate mobile measurement solutions for thousands of Honeywell

We also developed a new dashboard for the courier companies to have all the required data about each package in one place.

includes package dimensions, pictures, scan geo location and more.

The dashboard also let the courier use Webhooks, which allows him

to get the information from his own system.

BoxSize mobile measurement solution is available on the Honeywell Marketplace.

In addition, BoxSize was approved for Honeywell’s

Global Vendor Program, and is available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.

also developed a new dashboard for the courier companies to have all the required data about each package in one place.

It includes package

dimensions, pictures, scan geo location and more.

The dashboard also let the courier use Webhooks, which allows him to get the information

from his own system.

2020, we announced our partnership with Datalogic, a company focused on the automatic data capture and process automation markets.

The partnership makes our BoxSize measurement solution available to thousands of Datalogic customers in the Transportation and

Logistics vertical.

with Katz Delivery Services, LTD

November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier

services in Israel.

Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize

technology with the Katz ERP to monitor the volume of all parcels delivered to it for shipment by its clients.

for Katz to use our technology to help with planning its distribution routes, thus reducing operational costs by adjusting the distribution

vehicles to the volume of the shipments.

was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center.

The app allows users

to scan the barcode of a package and measure the package dimensions using MySize’s SizeIT technology (described below) and

then subsequently upload the information directly to Katz’s back office.

partnership makes our BoxSize measurement solution available to thousands of Datalogic customers in the Transportation and Logistics

with Delhivery Private Limited, India

entered into an agreement with Delhivery Private Limited, one of the largest courier pickup, delivery, and online shipping services in

Delhivery’s reputation as a front-runner in delivery and logistics tech makes its decision to select Boxsize a particularly

strong testament to the value the solution provides.

BoxSize provides Delhivery’s employees on the B2B side with critical

information that will allow them to effortlessly optimize loading efficiency and add even more real-time visibility to operations.

are working on additional consumer applications, including a DIY application.

Our SizeUp application is a smart tape measure

for the business to consumer market which allows users to utilize their smartphone as a tape measure.

Our SizeUp application is a smart tape measure for

the business to consumer market which allows users to utilize their smartphone as a tape measure.

The application provides measurements

with an accuracy of within two centimeters.

Through the use of SizeUp users will be able to visualize how an object

or a piece of furniture will fit in an existing room in their home or office.

During 2020, we expanded availability of SizeUp

to more than 68 different iOS and Android smartphone models worldwide.

It also added Google Vision for image content analysis, object

detection, and title suggestions.

Through the use of SizeUp , users will be able to visualize how an object or a piece

of furniture will fit in an existing room in their home or office.

It also added Google Vision for image content analysis, object detection,

and title suggestions.

the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register

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To date, revenues from downloads have been minimal.

have developed SizeIT , a smart measuring tape SDK for both Android and iOS platforms.

SizeIT provides users with the ability

to instantly and accurately measure objects with a quick movement of their mobile device.

SizeIT , the core technology behind MySizeID ,

SizeUp , and BoxSize applications, can be embedded into any company’s existing or white label mobile app in a short

period of time, offering an efficient solution to the escalating costs associated with product sizing issues and returns.

enables users to measure objects by moving their mobile device from one side of an object to another side of the object.

Our algorithm

utilizes a mobile device’s motion sensors to calculate the travelled distance.

and Development

research and development team are responsible for the research, algorithm, design, development, and testing of all aspects of

our measurement platform technology.

research and development team are responsible for the research, algorithm, design, development, and testing of all aspects of our measurement

platform technology.

We invest in these efforts to continuously improve, innovate, and add new features to our solutions.

incurred research and development expenses of approximately $4.25 million in 2021 and $1.5 million in 2020, relating to the development

of its applications and technologies.

The increase from the corresponding period primarily resulted from share based payment in the

amount of $2.6 million attributed to the share issuance to Ms.

Zigdon under that certain Amendment to Purchase Agreement dated May 26,

We intend to continue to invest in our research and development capabilities to extend our platform and bring our measurement

technology to a broader range of applications.

incurred research and development expenses of approximately $1.7 million

in 2022 and $4.25 million in 2021, relating to the development of its applications and technologies.

The decrease from the corresponding

period primarily resulted from share based payment in amount of $2,618,000 attributed to the share issuance to Shoshana Zigdon under the

Amendment to Purchase Agreement dated May 26, 2021.

We intend to continue to invest in our research and development capabilities to extend

our platform and bring our measurement technology to a broader range of applications.

2022, the R&D department experienced significant success in their efforts to improve the performance of their size recommendation

Through a combination of optimized algorithms and the incorporation of cutting-edge technologies, the team was able to achieve

a threefold increase in the system’s speed.

This breakthrough not only makes the system one of the fastest and most accurate on

the market, but also reduced the operation costs, making it more cost-effective for businesses to use.

Additionally, the solution is

now highly scalable, allowing it to easily adapt to the needs of businesses of any size.

The R&D team is now focused on further improving

the system and exploring new applications for the technology.

and Marketing

2019, we launched a commercialization strategy that directs our sales efforts toward both sales to e-commerce players in specific vertical

markets such as fashion/apparel and shipping/delivery as well as to e-commerce third-party platform providers.

As of March 18,

2022, we have nine sales offices in the following countries:

US, UK, France, Netherlands, Turkey, Russia, Germany, Israel and Italy,

generating customer leads, building out a sales pipeline, and developing customer relationships.

2019, we launched a commercialization strategy that directs our sales efforts toward both sales to e-commerce players in specific

vertical markets such as fashion/apparel and shipping/delivery as well as to e-commerce third-party platform providers.

15, 2023, our products are being sold in the following countries:

US, UK, France, Netherlands, Spain, Portugal Turkey, Germany, Israel and Italy, generating customer leads, building out a sales pipeline, and developing customer

relationships.

believe an effective method to market our suite of products is for users to actively use and explore its capabilities.

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contractual protections, to protect our proprietary technology.

of December 31, 2021, we owned eighteen issued patents:

six in Europe, four in the US, three in each of Russia and Japan and one each

in Canada and Israel which expire between January 20, 2033 and August 18, 2036, and we have three additional patent applications in process.

of December 31, 2022, we owned 18 issued patents:

six in Europe, four in the U.S., three in each of Russia and Japan and one in each

of Canada and Israel which expire between January 20, 2033 and August 18, 2036, and we have two additional patent applications in process.

As of such date, we do not have any registered trademarks.

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the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and other applicable laws and regulations

has required significant time and resources, including a review of our technology and systems currently in use against the

requirements of GDPR and other applicable laws and regulations.

We have taken various steps to prepare for complying with GDPR and other

applicable laws and regulations however there can be no assurance that these steps are sufficient to assure compliance.

Further, additional

EU laws and regulations (and member states’ implementations thereof) further govern the protection of individuals and of electronic

communications.

If our efforts to comply with GDPR or other applicable laws and regulations are not successful, we may be subject to

penalties and fines that would adversely impact our business and results of operations, and our ability to use personal data of individuals

could be significantly impaired.

has required significant time and resources, including a review of our technology and systems currently in use against the requirements

of GDPR and other applicable laws and regulations.

We have taken various steps to prepare for complying with GDPR and other applicable

laws and regulations however there can be no assurance that these steps are sufficient to assure compliance.

Further, additional EU laws

and regulations (and member states’ implementations thereof) further govern the protection of individuals and of electronic communications.

If our efforts to comply with GDPR or other applicable laws and regulations are not successful, we may be subject to penalties and fines

that would adversely impact our business and results of operations, and our ability to use personal data of individuals could be significantly

operate in a highly competitive industry that is characterized by constant change and innovation.

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programing languages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements.

Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, Smart Measure and 3DLook.

Our competitors include True Fit, Fit analytics and 3DLook.

principal competitive factors in our market include the following:

Accuracy Size Recommendations :

the highest accuracy and the lowest margin of error by combining patented technology including

AI and ML, size chart or spec data, and MySizeID property body data measurement;

1 week integration including size chart size chart review and product mapping

1 line of “all included” script implementation

small library that weighs ±50kb (minimum widget loading time on product page)

loading and size recommendation presenting

API option (API integration with any website or app)

Optimizations

of size charts based on performance

usage analysis by FashTech and BI teams

pairing of size charts with products/collections

to use interface (10-15 seconds to receive size recommendations)

to add/deduct questions to/from widget wizards

automatically receive size recommendations on all products after initial sign up

and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;

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established and emerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced.

We expect this to be particularly true as we are a smartphone-based offering that does not need to utilize the smartphone’s camera,

We expect this to be particularly true as we offer a smartphone-based offering that does not need to utilize the smartphone’s camera,

and our competitors may also seek to repurpose their existing offerings to provide similar solutions.

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Capital Management

of March 14, 2022, we had a total of 32 employees, of which 30 were full-time employees, including 13 in

sales and marketing, 14 in technology and development and 5 in administration and finance.

None of our employees are represented

by a collective bargaining agreement, nor have we experienced any work stoppage.

We consider our relationship with our employees to be

Our future success depends on our continuing ability to attract and retain highly qualified engineers, sales and marketing, account

management, and senior management personnel.

of March 31, 2023, we had a total of 35 employees, of which 30 were full-time

employees, including 9 in sales and marketing, 12 in technology and development and 9 in administration and finance.

of our employees are represented by a collective bargaining agreement, nor have we experienced any work stoppage.

We consider our relationship

with our employees to be good.

Our future success depends on our continuing ability to attract and retain highly qualified engineers,

sales and marketing, account management, and senior management personnel.

also believe we have built a strong sales team focused on expanding into new markets through the acquisition of Naiz and our current team.

believe that our future success will depend, in part, on our continued ability to attract, hire and retain qualified personnel.

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In addition to salaries, these programs

(which vary by country/region and employment classification) include incentive compensation plan, pension, and insurance benefits,

paid time off, , among others.

We also use targeted equity-based grants with vesting conditions to

facilitate retention of personnel, particularly for our key employees.

(which vary by country/region and employment classification) include incentive compensation plan, pension, and insurance benefits, paid

time off, , among others.

We also use targeted equity-based grants with vesting conditions to facilitate retention of personnel, particularly

for our key employees.

success of our business is fundamentally connected to the well-being of our people.

Accordingly, we are committed to the health and safety

of our employees.

In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest

of our employees, as well as the communities in which we operate, and which comply with government regulations.

This includes having

employees work from home, while implementing additional safety measures for employees continuing critical on-site work.

Accordingly, we implemented an hybrid work policy

in which the employees can work from home twice a week.

consider our employees to be a key factor to our success and we are focused on attracting and retaining the best employees at all levels

6 unchanged sentences

by race, color, religion, gender, age, ethnic origin, nationality, sexual orientation, marital status, or disability.

monitoring to ensure pay equity has been a focus in 2021.

We have continued to improve gender balance in 2021 with a focus on increasing

the representation of women hired as new college graduates.

We are committed to creating a trusting environment where all ideas are

welcomed and employees feel comfortable and empowered to draw on their unique experiences and backgrounds.

Continuous monitoring

to ensure pay equity has been a focus in 2022.

We have continued to improve gender balance in 2022 with a focus on increasing the representation

of women hired as new college graduates.

We are committed to creating a trusting environment where all ideas are welcomed and employees

feel comfortable and empowered to draw on their unique experiences and backgrounds.

consider our relations with our employees to be good.

principal executive offices are located at HaYarden 4 St., POB 1026, Airport City, Israel 7010000, and our telephone number is +972-3-600-9030.

+972-3-600-9030.

Our website address is www.mysizeid.com .

Any information contained on, or that can be accessed through, our website

is not incorporated by reference into, nor is it in any way a part of, this Annual Report on Form 10-K.

Any information contained on, or that can be accessed through, our website is not incorporated

by reference into, nor is it in any way a part of, this Annual Report on Form 10-K.

use our website ( www.mysizeid.com ) as a channel of distribution of Company information.

20 unchanged sentences

Luzon purchased 70,238 shares of common stock from Mr.

Shmuelevitch, which shares represented approximately 40% of the issued

and outstanding capital stock of the Company at such time, thus becoming a controlling shareholder of the Company.

In connection with

the acquisition, Mr.

Shmuelevitch, which shares represented approximately 40% of the issued and

outstanding capital stock of the Company at such time, thus becoming a controlling shareholder of the Company.

In connection with the

acquisition, Mr.

Luzon reached a settlement with our then creditors pursuant to which the main creditor, Mr.

Shmuelevitch, was paid

a total sum of approximately $140,000 in consideration for a full and final waiver of any and all his claims that he may have relating

Shmuelevitch, was paid a

total sum of approximately $140,000 in consideration for a full and final waiver of any and all his claims that he may have relating

to any monetary indebtedness of the Company to the creditors.

In February 2014, My Size

Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement, with Shoshana Zigdon, who at the

time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us of certain rights

related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that

had been filed by the Seller (PCT/IL2013/050056), or the Assets.

February 2014, My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement, with Shoshana

Zigdon, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us of certain

rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application

that had been filed by the Seller (PCT/IL2013/050056), or the Assets.

In consideration for the sale of the Assets, we agreed to pay to

Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with value-added tax in

accordance with the law for a period of seven years from the end of the development period of the aforementioned venture.

addition to the foregoing, the Purchase Agreement provided that all developments, improvements, knowledge and know-how developed

and/or accumulated by us after the execution of the Purchase Agreement will be owned by us.

Zigdon agreed not to

compete, directly or indirectly, with us in any matter relating to the Assets for a period of seven years from the end of the

development period of the venture.

On May 26, 2021, we, My Size

Israel, and Ms.

Zigdon entered into an Amendment to Purchase Agreement, or the Amendment, which made certain amendments to the Purchase

Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with value-added tax in accordance

with the law for a period of seven years from the end of the development period of the aforementioned venture.

In addition to the foregoing,

the Purchase Agreement provided that all developments, improvements, knowledge and know-how developed and/or accumulated by us after

the execution of the Purchase Agreement will be owned by us.

Zigdon agreed not to compete, directly or indirectly, with

us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.

May 26, 2021, we, My Size Israel, and Ms.

Zigdon entered into an Amendment to Purchase Agreement, or the Amendment, which made certain

amendments to the Purchase Agreement.

Pursuant to the Amendment, Ms.

Zigdon agreed to irrevocably waive (i) the right to repurchase certain assets related to the

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

Zigdon under the Purchase Agreement and upon which

our business is substantially dependent, or the Assets, and (ii) all past, present and future rights in any of the intellectual property

rights sold, transferred and assigned to My Size Israel under the Purchase Agreement and any modifications, amendments or improvements

Zigdon agreed to irrevocably waive (i) the right to repurchase certain

assets related to the collection of data for measurement purposes that My Size Israel acquired from Ms.

Zigdon under the Purchase Agreement

and upon which our business is substantially dependent, or the Assets, and (ii) all past, present and future rights in any of the intellectual

property rights sold, transferred and assigned to My Size Israel under the Purchase Agreement and any modifications, amendments or improvements

made thereto, including, without limitation, any compensation, reward or any rights to royalties or to receive any payment or other consideration

9 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-K

Item 1. Business