What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-04-14 compared with 2022-03-18 · 503 added, 316 removed, 366 unchanged (69% of the section changed)

CONTROLS AND PROCEDURES

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

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

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

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, 2022.

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

10 unchanged sentences

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.

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,

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.

10 unchanged sentences

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

in Internal Control Over Financial Reporting

the year ended December 31, 2022, we made two acquisitions, as discussed in Note 1a and Note 16 of the audited consolidated financial statements

for the year ended December 31, 2022 included in this Annual Report on Form 10-K .

As a result, we made additions

and/or modifications to policies, procedures, systems and controls that have materially affected our internal control over financial

reporting from the acquisitions, including new controls for consolidation process that relates to accounting policies and

procedures, operational processes and documentation practices.

Management excluded the acquired businesses from management’s report on

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

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

Chief Executive Officer and Class III Director

Chief Financial Officer

Chief Operating Officer

Chief Operating Officer and Chief Product Officer

Ilia Turchinsky

3 unchanged sentences

Oron Branitzky (1)(2)(3)*

Class II Director

Oren Elmaliah (1)(2)(3)*

Class I Director

Arik Kaufman (1)(2)(3)*

Class I Director

Guy Zimmerman*

Member of our audit committee

Member of our nominating and corporate governance committee

Member of our compensation committee

Class II Director

Member of our

audit committee

Member of our

nominating and corporate governance committee

Member of our

compensation committee

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

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.

Since 2006, Mr.

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

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.

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.

1 unchanged sentence

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

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

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

Kles holds an MBA and a B.A.

3 unchanged sentences

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

From April 2010 until August

From April 2010 until

August 2013, Ms.

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

Among her areas of expertise are launching

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

Science Tablet.

Prior to that Ms.

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

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

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

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

Pardo previously served

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

Pardo received an MBA from The Interdisciplinary

Center and a B.A.

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

5 unchanged sentences

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.

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.

42 unchanged sentences

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).

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

Barnitzky has vast experience in retail technology.

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.

Branitzky has served as VP Marketing

and Sales at Eldat Communication and Sarin Technologies Ltd.

Branitzky has served as VP Marketing and Sales

at Eldat Communication and Sarin Technologies Ltd.

Since January 2015, Mr.

Branitzky has served as chairman of the Board

of Directors of WiseShelf Ltd.

Branitzky has served as chairman of the board of directors

of WiseShelf Ltd.

and from May 2015 until March 2016, Mr.

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

Branitzky served as an advisory board member of ciValue.

Branitzky received

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

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.

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.

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 Enlivex Therapeutics Ltd., 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

Consultant of Chiasma.

Elmaliah has served as an Israel

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

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

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

in Finance/Accounting from Tel Aviv University, Israel.

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.

We believe that

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 interned at Baratz, Horn and Co.

Previously, Mr.

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.

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.

Kaufman serves as the Chief Executive Officer of Steakholder Foods since January

From September 2017 until January 2022, Mr.

Kaufman served as VP Business Development of Mor Research Applications.

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.

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.

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.

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.

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

Prior to that, Mr.

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.

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.

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

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

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.

Board Diversity Matrix

The table below provides certain

information regarding the diversity of our board of directors as of the date of this annual report.

Board Diversity Matrix (As of March 31, 2023)

Total Number of Directors

Did Not Disclose Gender

Gender Identity

Demographic Background

African American or Black

Alaskan Native or Native American

Hispanic or Latinx

Native Hawaiian or Pacific Islander

Two or More Races or Ethnicities

Did Not Disclose Demographic Background

Relationships

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

Officer, are husband and wife.

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

3 unchanged sentences

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

between Officers and Directors

our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant

to which the officer was selected to serve as an officer.

are no agreements with respect to the election of directors.

1 unchanged sentence

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

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),

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);

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.

Committees of the Board

Audit Committee

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);

Class 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 indirectly.

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.

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

7 unchanged sentences

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.

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

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

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

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

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

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

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

Branitzky serves as chairman of the compensation

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

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

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

Our compensation committee also administers our 2017 Equity Incentive

Plan and our 2017 Consultant Equity Incentive Plan.

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

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

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

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

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

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

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

without the CEO present, and other executives.

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

Consultant Equity Incentive Plan.

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

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

The compensation committee charter

is available on our website www.mysizeid.com .

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

defined by the rules of the Nasdaq Stock Market.

and Corporate Governance Committee

5 unchanged sentences

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 charter is available on our

website www.mysizeid.com .

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

2 unchanged sentences

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

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

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

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

1 unchanged sentence

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.

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.

The nominating

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

Board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and

diverse mix of Board of Directors members.

The nominating and corporate governance committee will not distinguish among nominees recommended

by stockholders and other persons.

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

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

of Conduct and Ethics

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

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

available on our website at www.mysizeid.com .

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

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

Disclosure regarding any amendments to, or waivers from, provisions

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

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

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

The text of the Code of Business Conduct and Ethics is

publicly available on our website at www.mysizeid.com .

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

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

Disclosure regarding any amendments to, or waivers

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

on the “Investors-Corporate Governance” section of our website at www.mysizeid.com or will be included in a Current

Report on Form 8-K, which we will file within four business days following the date of the amendment or waiver.

in Procedures for Recommending Directors

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 December 7, 2022.

EXECUTIVE COMPENSATION

Summary Compensation

Compensation Table

following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2022 and December

4 unchanged sentences

Salary for the years 2022 and 2021 are based on average US$/NIS representative exchange rates of NIS 3.358 and NIS 3.11 respectively.

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

Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2022 and 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

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

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 audited financial

statements for the year ended December 31, 2021 and Note 4 to our condensed consolidated interim financial statements for the quarterly

period ended September 30, 2022.

Other Compensation Table

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

1 unchanged sentence

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.

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 2022 and 2021 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.

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

Agreement, pursuant to which Mr.

Luzon will serve as our Chief Executive Officer.

Pursuant to the terms of the Luzon

Employment Agreement, Mr.

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

determined by us.

In addition, Mr.

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

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

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

Pursuant to the terms of the Luzon Employment Agreement,

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

in lieu of severance payments due to Mr.

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

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

termination of such agreement.

Luzon receives NIS 55,000 per month as his base salary and shall be eligible to receive such bonus as determined by us.

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).

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

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

1 unchanged sentence

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

Kles shall receive NIS

Kles receives NIS 38,000

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

3 unchanged sentences

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.

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

7 unchanged sentences

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

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

Pardo receives

NIS 47,500 per month as her base salary and shall be eligible to receive such bonus as determined by us.

In addition, Ms.

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

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 agreement.

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).

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

2 unchanged sentences

Name and Principal Position

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable

Option Exercise Price

Option Expiration Date

Shares that Have Not Vested

Unexercisable

Shares that Have

Market Value of

Shares, That Have Not Vested

Shares, That Have

Ronen Luzon - Chief Executive Officer

3 unchanged sentences

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.

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.

267 options vested immediately upon grant, 445 options vested on January 24, 2019, 445 options

vested on January 24, 2020 and 444 options vested on January 24, 2021.

The option has a grant date of October 8, 2020, 1,600 options vested on November 26, 2020, 1,600 options vested on May 26, 2021, 1,600

options vested on November 26, 2021, and 1,600 options vested 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.

76 options vested immediately upon grant, 76 options vested on May 1, 2018 and 75 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.

160 options vested immediately upon grant, 445 options vested on May 1, 2020, 445 options

vested on May 21, 2021 and 444 options vested on May 1, 2022.

The option has a grant date of October 8, 2020, 1,300 options vested on November 26, 2020, 1,300 options vested on May 26, 2021, 1,300

options vested on November 26, 2021, and 1,300 options vested 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.

214 options vested immediately upon grant, 227 options vested on January 24, 2019, 227 options

vested on January 24, 2020 and 226 options vested 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 5,610 shares of common stock of the Company (with exercise

prices ranging between $453.75 and $228.75) to $26 per share, which was the closing price for the Company’s common stock on May

22, 2020, and extended the term of the foregoing options for an additional one year from the original date of expiration.

The restricted share award has a grant date of September 29,2022 and shall vest in three equal installments on January 1,2023, January

1,2024, and January 1, 2025.

The restricted share award has a grant date of September 29,2022 and shall vest in three equal installments on January 1,2023, January

1,2024, and January 1, 2025.

The restricted share award has a grant date of September 29,2022 and shall vest in three equal installments on January 1,2023, January

1,2024, and January 1, 2025.

following table sets forth compensation information for our non-employee directors for the year ended December 31, 2022.

Fees earned or

Oren Elmaliah

Oron Barnitzky

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.

Fees for the year 2022

are based on average US$/NIS representative exchange rates of NIS 3.519 .

Amounts in this column

represent the grant date fair value of options granted to the non-employee directors during 2022 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 31, 2021.

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, 2022.

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

Luzon received no separate compensation

for Board service.

Luzon received no separate compensation for board

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

non-employee director is entitled to receive a per meeting fee of $318.

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

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.

8 unchanged sentences

Beneficial Owner (1)

Shares of Common Stock Beneficially Owned

Percentage (2)

6 unchanged sentences

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

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

calculation in this column is based upon 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.

The address of each person is c/o My Size, Inc., 4 HaYarden St., P.O.B.

1026, Airport City, Israel 7010000 unless otherwise indicated

The calculation in this column is based upon 2,446,780 shares of common stock

outstanding on March 31, 2023.

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 31, 2023 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) 100,000 shares of restricted stock granted under the 2017 Plan, (ii) 4,683 shares of common stock, (iii) options to purchase

up to 8,401 shares of our common stock, and (iv) 24,000 shares of restricted stock and options to purchase up to 6,494 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.

Consists of (i) 24,000 shares of restricted stock granted under the 2017 Plan, and (ii) an option to purchase 5,854 shares of our common

Does not include an aggregate of 119,760 shares of restricted stock over which Mr.

Kles has been designated the initial proxy

to vote such shares pursuant to a voting agreement entered into between Whitehole S.L., Twinbel S.L.

and EGI Acceleration, S.L.

Consists of (i) 24,000 shares of restricted stock granted under the 2017 Plan, (ii) options to purchase up to 6,494 shares of our common

stock, (iii) 100,000 shares of restricted stock which are held by Ronen Luzon, Billy Pardo’s spouse (iii) 8,401 shares of common

stock which are held by Mr.

Luzon, and (iii) options to purchase up to 4,683 shares of our common stock which are held by Mr.

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

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

Consists of 12,000 shares of restricted stock granted under the 2017 Plan.

Consists of (i) 16,000 shares of restricted stock granted under the 2017 Plan, and (ii) options to purchase up to 2,313 shares of our

common stock.

Consists of options to purchase up to 1,294 shares of our common stock.

1 unchanged sentence

Consists of options to purchase up to 1,294 shares of our common stock.

Change in Control

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

1 unchanged sentence

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.

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 5,334 shares of common stock

under the plan and the 2017 Consultant Equity Incentive Plan initially authorized the issuance of up to 8,000 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

4 unchanged sentences

of our common stock available for issuance under the plan from 12,000 to 18,667.

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.

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 $453.75 and $228.75) to $26.0 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.

80,000 to 58,000 shares, and a decrease of the numbers of shares available for issuance under the 2017 Consultant Incentive Plan

to 8,667 shares from 18,667 shares.

December 30, 2021, our stockholders approved an increase in the shares available for issuance under the 2017 Equity Incentive Plan from

58,000 shares to 230,800 shares.

On December 7, 2022, our stockholders

approved an increase in the shares available for issuance under the 2017 Equity Plan from 230,800 shares to 289,000 shares.

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

11 unchanged sentences

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.

During years ended December 31, 2022 and 2021, except for compensation arrangements described elsewhere herein and

the transactions described below, we did not participate in any transaction, and we are not currently participating in any proposed transaction,

or series of transactions, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets

at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors, officers, five percent beneficial

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

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

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

9 unchanged sentences

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

September 29, 2022, our compensation committee approved grants of restricted share awards under our 2017 Plan to Ronen Luzon, Or Kles,

Billy Pardo, Ilia Turchinsky and Ezequiel Javier Brandwain, pursuant to which they were issued 100,000 restricted shares, 24,000 restricted

shares, 24,000 restricted shares, 16,000 restricted shares and 12,000 restricted shares, respectively.

The restricted shares shall vest

in three equal installments on January 1, 2023, January 1, 2024 and January 1, 2025, conditioned upon continuous employment with us , and subject to accelerated vesting upon a change in control of the Company.

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.

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 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.

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.

Bespoke Technologies Acquisition

October 7, 2022, we entered into the Naiz Agreement with the Naiz Sellers, pursuant to which the Naiz Sellers agreed to sell to us all

of the issued and outstanding equity of Naiz.

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) )

the Naiz Equity Consideration and (ii) up 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 Equity Value Averaging Period) is less than $1,650,000,

My Size shall pay 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

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 will be 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 the Lock-Up Agreement with My Size, (ii) Whitehole, Twinbel

and EGI entered into 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-month 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-month “dribble-out” provision that provides following the expiration of the initial six-month 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.

Indemnification

7 unchanged sentences

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

Director Independence

Directors, Executive Officers and Corporate Governance;

2 unchanged sentences

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.

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.

Somekh Chaikin, a member firm of KPMG International, located in Tel Aviv, Israel, PCAOB ID 1057, has served as our independent registered

public accounting firm for 2022 and 2021.

The following are Somekh Chaikin’s fees for professional services in each of the respective

fiscal years:

Audit-related Fees

Audit Fees consist of fees billed for professional services performed by Somekh Chaikin

for the audit of our annual financial statements, the review of interim consolidated financial statements, and related services that

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

Tax Fees may consist of fees for professional services, including tax and VAT consulting

and compliance performed by an independent registered public accounting provided during the period .

Policies and Procedures

2 unchanged sentences

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.

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

2 unchanged sentences

December 31, 2021 all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee.

EXHIBITS, FINANCIAL STATEMENT

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements

2 unchanged sentences

FORM 10-K SUMMARY

Not applicable

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)

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)

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)

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)

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)

Amendment No.

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

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)

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

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 7, 2022)

Amendment No.

1 to Second Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 7, 2022)

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

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 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.

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

filed with the SEC on May 5, 2020.)

1 unchanged sentence

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

of Placement Agent Warrant (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-1, Amendment

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

My Size, Inc.

6 unchanged sentences

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.

4 unchanged sentences

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

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)

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

2 unchanged sentences

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

Amendment to Purchase Agreement between My Size Israel 2014 Ltd., My Size, Inc.

and Shoshana Zigdon (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on August 16, 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)

1 unchanged sentence

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 Placement Agent Warrant issued by the Company on October 28, 2021 (incorporated by reference to Exhibit 10.22 to the Company’s Form S-1 filed on November 12, 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)

Engagement Agreement, dated October 26, 2021, by and between the Company and the Purchasers (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 November 4, 2021, among My Size, Inc., David Lazar and certain of his affiliates (incorporated by reference to Exhibit 10.1 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.

2 unchanged sentences

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

Form of Section 102 Capital Gain Restricted Stock Award Agreement under the Company’s 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2022)

Share Purchase Agreement, dated as of October 6, 2022, by and among My Size, Inc., Borja Cembrero Saralegui, Artiz Toree Garcia, Whitehold, S.L., Twinbel, S.L., and EGI Acceleration, S.L.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 12, 2022)

Form of Lock-Up Agreement by and among My Size, Inc.

and the stockholders identified on the signature page thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 12, 2022)

Form of Voting Agreement by and among My Size, Inc.

and the stockholders identified on the signature page thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on October 12, 2022)

My Size, Inc.

Amendment to the My Size, Inc.

2017 Equity Plan (incorporated by reference to Appendix B to the Company’s definitive proxy statement filed with the SEC on November 4, 2022)

Form of Registered Direct Offering Securities Purchase Agreement, dated January 10, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023)

Form of PIPE Securities Agreement, dated January 10, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023)

Form of Registered Direct Pre-Funded Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023)

Form of Series A and Series B Warrant (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023)

Form of Private Placement Pre-Funded Warrant (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023)

Form of Registration Rights Agreement, dated January 10, 2023 (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023)

Agreement, dated December 5, 2022 (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed

with the SEC on January 12, 2023)

Form of Placement Agent Warrant

List of Subsidiaries

Consent of Somekh Chaikin, a member firm of KPMG International, registered public

accounting firm

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

3 unchanged sentences

Instance Document

XBRL Taxonomy Schema

XBRL Taxonomy Calculation Linkbase

XBRL Taxonomy Definition Linkbase

XBRL Taxonomy Label Linkbase

XBRL Taxonomy Presentation Linkbase

Taxonomy Schema

Taxonomy Calculation Linkbase

Taxonomy Definition Linkbase

Taxonomy Label Linkbase

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

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.

on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 14 th day of April, 2023.

MY SIZE, INC.

/s/ Ronen Luzon

Chief Executive Officer

2 unchanged sentences

(Principal Financial and Accounting Officer)

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

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

Chief Executive Officer and Director

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

(Principle Executive Officer)

8 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 9A. Controls and Procedures