What changed in this filing

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Item 1. Financial Statements

2023-08-14 compared with 2023-05-15 · 240 added, 168 removed, 223 unchanged (65% of the section changed)

1 unchanged sentence

and Subsidiaries

of March 31, 2023

of June 30, 2023

Dollars in Thousands

AND ITS SUBSIDIARIES

Consolidated Interim Financial Statements as of March 31, 2023 (Unaudited)

Consolidated Interim Financial Statements as of June 30, 2023 (Unaudited)

Condensed Consolidated Interim Balance Sheets (Unaudited)

38 unchanged sentences

Issued and outstanding:

2,446,780 and 1,464,117 as of March 31, 2023 and December 31, 2022, respectively

2,438,780 and 1,464,117 as of June 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

3 unchanged sentences

Total liabilities and stockholders’ equity

(*) Adjusted to give retroactive effect of 1:25 reverse stock split , see Note 1 (b)

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

2 unchanged sentences

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

Six-Months Ended

Three-Months Ended

6 unchanged sentences

Operating loss

Financial expenses, net

Equity income

of equity method investees

Financial income (expenses), net

Equity loss of equity method investees

Loss before taxes

4 unchanged sentences

Basic and diluted loss per share **

( 2.25 ) (** )

Basic and diluted weighted average number of shares outstanding **

501,841 (** )

During the three month ended March 31, 2023, the Company recorded an inventory write-down of $ 643 due to the fire that occurred in its warehouse (see Note 7(a))

to give retroactive effect of 1:25 reverse stock split , see Note 1(b)

During the six and three

month ended June 30, 2023, the Company recorded an inventory write-down of $ 643 and $ 0 due to the fire that occurred in its warehouse

(see Note 7(a))

Adjusted to give retroactive

effect of 1:25 reverse stock split , see Note 1(b)

accompanying notes are an integral part of the interim condensed consolidated financial statements

7 unchanged sentences

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

Issuance of shares business combination

Issuance of shares, net of issuance cost of $ 341 (**)

1 unchanged sentence

Total comprehensive loss

Balance as of March 31, 2023

Balance as of June 30, 2023

Represents an amount less than $1

See Note 6(a).

Additional paid-in

5 unchanged sentences

Total comprehensive loss

Balance as of March 31, 2022

an amount less than $1

Balance as of June 30, 2022

Represents an amount less than $1

Adjusted to give retroactive effect of 1:25 reverse stock split, see Note

Additional paid-in

1 unchanged sentence

Total stockholders’

Balance as of December 31, 2021

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

Balance as of April 1, 2023

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

Total comprehensive loss

Balance as of June 30, 2023

Represents an amount less than $1

Additional paid-in

Accumulated other comprehensive

Total stockholders’

Balance as of April 1, 2022

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

Issuance of shares in Business Combination ( * )

Issuance of shares post Business Combination (*)

Effect of reverse stock split (Note 10 (b)

Total comprehensive loss

Balance as of December 31, 2022

an amount less than $1

accompanying notes are an integral part of the interim condensed consolidated financial statements

Balance as of June 30, 2022

Represents an amount less than $1

AND ITS SUBSIDIARIES

1 unchanged sentence

dollars in thousands

Three-Months Ended

Six-Months Ended

Cash flows from operating activities:

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Purchase of property and equipment

Net cash provided by (used in) investing activities

Net cash used in investing activities

Cash flows from financing activities:

9 unchanged sentences

Shares issued in Acquisition of a subsidiary

relates to change in cash and cash equivalents and, $ 2 to change in restricted cash.

relates to change in cash and cash equivalents and, $ 140

to change in restricted cash for the six months ended June 30, 2023.

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

2 unchanged sentences

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

is developing unique measurement technologies based on algorithms with applications

in a variety of areas, from the apparel e-commerce market to the courier services market

and to the Do It Yourself smartphone and tablet apps market.

The technology is driven by

proprietary algorithms which are able to calculate and record measurements in a variety of

the acquisition of Naizfit Bespoke Technologies, S.L (“Naizfit”) in October 2022, the Company expanded its offering outreach

and customer base.

the acquisition of Orgad International Marketing Ltd.

(“Orgad”) in February 2022, the Company also operates an omnichannel

e-commerce platform.

is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel

e-commerce market to the courier services market and to the Do It Yourself smartphone and tablet apps market.

The technology is driven

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

addition to the measurement technologies, following the Orgad International Marketing Ltd.

(“Orgad”) acquisition as

detailed below, the Company operates an online retailer platform, has expertise in e-commerce, supply chain, and has technology

operating as a third-party seller on Amazon.com and other sites.

the acquisition of Naizfit Bespoke Technologies, S.L (“Naiz” or “Naiz Fit”) in October 2022, the Company

expanded its offering outreach and customer base.

Company has five subsidiaries, My Size Israel 2014 Ltd (“My Size Israel”), Topspin Medical (Israel) Ltd., and Orgad all

of which are incorporated in Israel, My Size LLC which was incorporated in the Russian Federation, and Naiz Bespoke Technologies,

S.L., a limited liability company incorporated under the laws of Spain.

References to the Company include the subsidiaries

unless the context indicates otherwise.

the three-month period ended March 31, 2023, the Company has incurred significant losses

and negative cash flows from operations and has an accumulated deficit of $ 56,155 .

has financed its operations mainly through fundraising from various investors.

of which are incorporated in Israel, My Size LLC which was incorporated in the Russian Federation, and Naiz Fit, a limited liability company incorporated under the laws of Spain.

References to the Company include the subsidiaries unless

the context indicates otherwise.

the six-month period ended June 30, 2023, the Company has incurred significant losses and negative cash flows from operations and

has an accumulated deficit of $ 57,446 .

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

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

the foreseeable future.

Based on the projected cash flows and cash balances as of March 31, 2023, management is of the opinion that

Based on the projected cash flows and cash balances as of June 30, 2023, management is of the opinion that

its existing cash will be sufficient to fund operations for a period less than 12 months.

9 unchanged sentences

the Company fail to operate as a going concern.

On December 7, 2022, the Company’s board of directors approved a

1-for-25 reverse stock split of the Company’s issued and outstanding shares of common stock.

The reverse stock split became effective

on December 8, 2022.

Exercise price and net loss per share amounts were adjusted retroactively for all periods presented in these financial

2 - Significant Accounting Policies

condensed consolidated financial statements:

accompanying unaudited condensed consolidated interim financial statements included herein have been prepared by the Company in accordance

with the rules and regulations of the United States Securities and Exchange Commission (“SEC”).

The unaudited condensed

consolidated financial statements are comprised of the financial statements of the Company.

In management’s opinion, the interim

financial data presented includes all adjustments necessary for a fair presentation.

All intercompany accounts and transactions have

been eliminated.

Certain information required by U.S.

generally accepted accounting principles (“GAAP”) has been condensed

or omitted in accordance with rules and regulations of the SEC.

Operating results for the three months ended March 31, 2023 are not

necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2023.

unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial

statements and the notes thereto for the year ended December 31, 2022.

Accounting Policies:

significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are

identical to those applied in the preparation of the latest annual financial statements.

Unaudited condensed consolidated financial statements:

The accompanying unaudited

condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with the rules

and regulations of the United States Securities and Exchange Commission (“SEC”).

The unaudited condensed consolidated

financial statements are comprised of the financial statements of the Company.

In management’s opinion, the interim financial

data presented includes all adjustments necessary for a fair presentation.

All intercompany accounts and transactions have been eliminated.

Operating results for the six months ended June 30, 2023 are not necessarily indicative of

the results that may be expected for any future period or for the year ending December 31, 2023.

These unaudited condensed

consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements

and the notes thereto for the year ended December 31, 2022.

Significant Accounting

The significant accounting

policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those

applied in the preparation of the latest annual financial statements.

AND ITS SUBSIDIARIES

2 unchanged sentences

3 - Financial Instruments

carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, other receivables, trade payables and accounts

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

carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, other receivables, trade payables and accounts payable

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

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

4 unchanged sentences

Schedule of Significant Assets and Liabilities Measured at Fair Value on Recurring Basis

March 31, 2023

June 30, 2023

Fair value hierarchy

9 unchanged sentences

Investment in marketable securities (*)

financial assets (**)

the three-month periods ended March 31, 2023 and 2022, the Company recognized gain (loss) (based on quoted market prices with a

discount due to security restrictions on iMine shares) of the marketable securities was ($ 14 ) and $( 14 ), respectively.

financial asset includes in other receivables.

Derivatives (**)

For the six and three-month

periods ended June 30, 2023 and 2022, the Company recognized gain (loss) (based on quoted market prices with a discount due to security

restrictions on iMine shares) of the marketable securities was $( 21 ), $( 11 ), $( 7 ) and $( 22 ), respectively.

The Derivatives includes

in other receivables.

December 31, 2022

5 unchanged sentences

of Stock Based Compensation Expenses

Six months ended

Three months ended

10 unchanged sentences

March 2017, the Company adopted the My Size, Inc.

2017 Equity Incentive Plan (the “2017 Employee Plan”) pursuant to which

the Company’s Board of Directors may grant stock options to officers and key employees.

The total number of options which may be

granted to directors, officers, employees under this plan, is limited to 289,000 options.

Stock options can be granted with an exercise

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

2017 Equity Incentive Plan (the “2017 Employee Plan”) pursuant to

which the Company’s Board of Directors may grant stock options and other equity awards to officers and key employees.

total number of shares of common stock which may be granted to directors, officers, employees under this plan, is limited to 289,000

Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date

December 7, 2022, the Company’s stockholders approved an increase in the shares available for issuance under the 2017 Equity Incentive

5 unchanged sentences

Each restricted share awarded under section 102 Capital Gain Restricted Stock Award Agreement.

The restricted shares vest in three equal installments on January 1, 2023, January 1, 2024 and January

1, 2025 for Ronen Luzon, Or Kles, Billy Pardo and Ilia Turchinsky and on January 27, 2023, January 27, 2024 and January 27, 2025 for

Ezequiel Javier Brandwain, conditioned upon continuous employment with the Company, and subject to accelerated vesting upon a change

in control of the Company.

The restricted shares vest in three equal installments on January 1, 2023, January 1, 2024 and January 1, 2025 for Ronen Luzon, Or Kles,

Billy Pardo and Ilia Turchinsky and on January 27, 2023, January 27, 2024 and January 27, 2025 for Ezequiel Javier Brandwain, conditioned

upon continuous employment with the Company, and subject to accelerated vesting upon a change in control of the Company .

the same day, the Company granted five-year options to purchase up to 10,000 ordinary shares to other employees of the Company at an

1 unchanged sentence

The options vest in over three years in three equal portions from the vesting commencement date.

the three-month period ended March 31, 2023, the Company did not grant any stock options under the 2017 Employee Plan, no options

the six and three-month period ended June 30, 2023, the Company did not grant any stock options under the 2017 Employee Plan, no options

were exercised and options to purchase 6,933 shares of common stock expired.

total stock option compensation expense during the three-month period ended March 31, 2023 and 2022 which was recorded was $ 101 and $ 234 ,

In addition, 8,000 restricted shares that were granted to

Ezequiel Javier Brandwain were terminated and voided.

total stock option compensation expense for employees during the six and three-month period ended June 30, 2023 and 2022 which was

recorded was $ 162 ,

respectively.

The total stock option compensation expense relating to the Orgad acquisition during the six and three-month period

ended June 30, 2023 and 2022 which was recorded was $ 60 , $ 118 , $ 25 and $ 33 , respectively.

AND ITS SUBSIDIARIES

2 unchanged sentences

5 - Contingencies and Commitments

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

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

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

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

On August 2, 2018, North Empire

filed a Summons with Notice against the Company, also in the same Court, in which they allege

damages in an amount of $ 11.4 million arising from an alleged breach of the Agreement.

September 6, 2018 North Empire filed a Notice of Discontinuance of the action it had filed

on August 2, 2018.

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

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

deliver stock certificates to North Empire causing damage to North Empire in the amount of

$ 10,958,589 .

North Empire also filed a third-party complaint against the Company’s

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

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

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

a motion to dismiss North Empire’s third-party complaint.

On January 6, 2020, the Court

granted the motion and dismissed the third-party complaint.

Discovery has been completed

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

counterclaims.

On December 30, 2021, the Court denied both the Company and North Empire’s

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

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

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

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

State of New York, County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is

seeking damages in an amount to be determined at trial, but in no event less than $ 616 .

On August 2, 2018, North Empire filed

a Summons with Notice against the Company, also in the same Court, in which they allege damages in an amount of $ 11,400 arising

from an alleged breach of the Agreement.

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

filed on August 2, 2018.

On September 27, 2018, North Empire filed an answer and asserted counterclaims in the action commenced by

the Company against them, alleging that the Company failed to deliver stock certificates to North Empire causing damage to North

Empire in the amount of $ 10,958 .

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

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

On October 17, 2018, the Company filed

a reply to North Empire’s counterclaims.

On November 15, 2018, the Company’s CEO and now former Chairman of the Board

filed a motion to dismiss North Empire’s third-party complaint.

On January 6, 2020, the Court granted the motion and dismissed

the third-party complaint.

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

the claims and counterclaims.

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

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

On January 26, 2022, the Company filed a notice of appeal

of the summary judgment decision.

On February 3, 2022, the Company

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

summary judgment.

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

and the Company will file reply papers on April 29, 2022.

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

North Empire will file

its opposition papers on or before March 31, 2022, and the Company will file reply papers on April 29, 2022.

On or about September

12, 2022, the Court issued its Decision and Order denying the Company’s motion to reargue.

Empire filed its opposing brief on December 7, 2022.

Both sides were given an opportunity

to file a reply brief.

The Company filed our reply brief on January 4, 2023 and North Empire

filed its reply brief on January 13, 2023.

The Appellate Court has scheduled oral argument

for the appeal for February 7, 2023.

Oral argument was held before the Appellate Court on

February 7, 2023.

On or about February 28, 2023, the Appellate Court filed its Decision and

Order, which affirmed the lower court’s decisions regarding both the Company and North

Empire’s motions for summary judgment and sent the case back to the Supreme Court.

North Empire filed its opposing

brief on December 7, 2022.

Both sides were given an opportunity to file a reply brief.

The Company filed a reply brief on January

4, 2023 and North Empire filed its reply brief on January 13, 2023.

The Appellate Court has scheduled oral argument for the appeal

for February 7, 2023.

Oral argument was held before the Appellate Court on February 7, 2023.

On or about February 28, 2023, the Appellate

Court filed its Decision and Order, which affirmed the lower court’s decisions regarding both the Company and North Empire’s

motions for summary judgment and sent the case back to the Supreme Court.

or about March 13, 2023, the Supreme Court referred the case to its Alternative Dispute Program and ordered the cases to mediate.

A date for the mediation has not yet been set.

The mediation was held on July 26, 2023 and various settlement options were explored.

A second day of mediation has been scheduled

for August 14, 2023.

The Company intends to vigorously defend any claims made by North Empire.

4 unchanged sentences

6 – Operating Segments

a result of the business combination in the reporting period (see Note 6), the Company has three reportable segments:

The Company has three reportable segments:

(i) fashion and

equipment e-commerce platform, and (ii) SaaS based innovative artificial intelligence driven measurement solutions and (iii) Naiz SaaS

based innovative artificial intelligence driven measurement solutions and.

based innovative artificial intelligence driven measurement solutions.

The fashion and equipment e-commerce platform which represent

Orgad’s activity that was acquired by the Company, mainly operates on Amazon.

The SaaS based innovative artificial intelligence driven measurement solutions, or SaaS Solutions

operating segment consists of My Size Inc and My Size Israel and My Size LLC.

The SaaS based innovative artificial intelligence

driven measurement solutions, or SaaS Solutions operating segment consists of My Size Inc and My Size Israel and My Size LLC.

related to the operations of the Company’s reportable operating segments is set forth below:

of Reportable Operating Segments

and equipment e-commerce platform

of the three month ended March 31, 2023

from external customers

(loss) income

and equipment e-commerce platform

of March 31, 2023:

and equipment e-commerce platform

of the year ended December 31, 2022

from external customers

(loss) income

and equipment e-commerce platform

of December 31, 2022: