What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-08-14 compared with 2023-05-15 · 167 added, 103 removed, 172 unchanged (61% of the section changed)

24 unchanged sentences

projections contained in the forward-looking statements include but are not limited to:

history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable

terms, or at all;

related to our ability to continue as a going concern;

new and unproven nature of the measurement technology markets;

ability to achieve customer adoption of our products;

ability to realize the benefits of our acquisitions of Orgad and Naiz;

dependence on assets we purchased from a related party;

ability to enhance our brand and increase market awareness;

ability to introduce new products and continually enhance our product offerings;

success of our strategic relationships with third parties;

technology system failures or breaches of our network security;

from competitors;

reliance on key members of our management team;

or future litigation;

or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated

liquidity risk;

impact of the political and security situation in Israel on our business.

our history of losses

and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at

risks related to our

ability to continue as a going concern;

the new and unproven

nature of the measurement technology markets;

our ability to achieve

customer adoption of our products;

our ability to realize

the benefits of our acquisitions of Orgad and Naiz;

our dependence on assets

we purchased from a related party;

our ability to enhance

our brand and increase market awareness;

our ability to introduce

new products and continually enhance our product offerings;

the success of our strategic

relationships with third parties;

information technology

system failures or breaches of our network security;

competition from competitors;

our reliance on key

members of our management team;

current or future litigation;

current or future unfavorable

economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk;

the impact of the political

and security situation in Israel on our business.

foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking

15 unchanged sentences

in this Quarterly Report on Form 10-Q are to MySize, Inc., a Delaware corporation, and its subsidiaries, including MySize Israel

My Size LLC, Orgad International Marketing Ltd., or Orgad, and Naiz Bespoke Technologies, S.L, or Naiz, taken as a whole.

My Size LLC, Orgad International Marketing Ltd., or Orgad, and Naiz Bespoke Technologies, S.L, or Naiz Fit, taken as a

dollars” and “$” are to currency of the United States of America, and references to “NIS”

2 unchanged sentences

dollar translations of NIS amounts presented in this Quarterly Report on

Form 10-Q for three months ended on March 31, 2023 are translated using the rate of NIS 3.615 to $1.00.

Form 10-Q for three months ended on June 30, 2023 are translated using the rate of NIS 3.700 to $1.00.

information in this Quarterly Report on Form 10-Q relating to shares or price per share reflects the 1-for-25 reverse stock split effected

by us on December 8, 2022.

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

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

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

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

a simple questionnaire which uses a database

collected over the years.

are an omnichannel e-commerce platform and provider of AI-driven SaaS measurement solutions, including MySizeID and our recently

acquired subsidiaries, Naiz Fit, which provides SaaS technology solutions that solve size and fit issues and AI solutions for

smarter design through data driven decisions for fashion ecommerce companies, and Orgad, an online retailer operating in the global

To date, we have generated almost all our revenue as a third-party seller on Amazon.

Our advanced software and

solutions assists us in supply chain, identifying products that can drive growth and provides a user-friendly experience and best

customer service.

Our flagship innovative tech products, MySizeID, enables shoppers to

generate highly accurate measurements of their body to find the accurate fitting apparel by using our application on their mobile

phone or through the MySizeID Widget:

a simple questionnaire which uses a database collected over the years.

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

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

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

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

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

are positioning ourselves as a consolidator of sizing solutions and a provider of a new digital experience due to recent technological developments

for the fashion industry needs.

Our other product offerings include First Look Smart Mirror for physical stores and Smart Catalog to

empower brand design teams, which are designed to increase end consumer satisfaction, contributing to a sustainable world and reducing

operation costs.

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

We are not aware of any casualties or injuries associated with

We are not aware of any casualties or injuries associated

with the fire.

We shifted Orgad’s operation to its headquarters.

The value of the inventory that was in the warehouse was

approximately $640,000.

The value of the inventory that was in the warehouse

was approximately $640,000.

We believe that this incident did not affect the future sales results of Orgad for the year of

inventory was not insured and we and the lessor signed an agreement to settle the issue in which we paid to the lessor an amount of

$50,000 to cover his loss.

The inventory was not insured, we and the lessor signed an agreement to settle the issue in which we paid to the

lessor an amount of $50,000 to cover his loss.

2023 Financing

42 unchanged sentences

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

in Workforce to Increase Operational Efficiency

Operational Changes

May 2023, we initiated a transfer of the support, development and customer success operations to our recently acquired Spanish entity,

Naiz Fit, that is intended to improve efficiency and lower costs between our operations in Israel and Naiz Fit.

As part of this, we reduced headcount by 13 persons in Israel, including the termination of our Chief Commercial Officer, Ezequiel Javier Brandwain.

In addition to our Israel operations, we have operations

in Russia through our wholly owned subsidiary, My Size LLC.

Specifically, we undertake some of our sales and marketing using personnel

located in Russia.

To date, mainly due to the invasion of Ukraine by Russia and the ongoing sanctions, we scaled back and we expect to

close down our subsidiary operations in the near future.

Naiz Fit, that is intended to improve efficiency and lower costs between the Company’s operations in Israel and Naiz Fit.

of this, we reduced headcount by 13 persons in Israel, including the termination of its Chief Commercial Officer, Ezequiel Javier Brandwain.

This restructuring did not have a material impact on the Company’s results.

The Company expects it to lower future operating costs

without significant impact on revenues.

In addition, during 2023, Orgad made a strategic shift to utilizing Fulfillment by Amazon (FBA) rather than fulfilling

directly, reducing exposure to inventory risk and contributing to operating efficiencies.

July 13, 2023, the compensation committee of our board of directors reduced the exercise price of outstanding options of certain

officers and directors for the purchase of an aggregate of 23,575 shares of common stock (with exercise prices of $26.00 per share)

to $1.09 per share, which was the closing price for our shares of common stock on the Nasdaq Capital Market on July 13, 2023.

exercise price reduction includes options held by, among others, our named executive officers with respect to the following number

(i) Ronen Luzon, the Company’s Chief Executive Officer and director:

8,001 shares, (ii) Or Kles, the

Company’s Chief Financial Officer:

5,760 shares, and (iii) Billy Pardo, the Company’s Chief Operating Officer and Chief

Product Officer:

6,094 shares.

addition to our Israel operations, we have operations in Russia through our wholly owned subsidiary, My Size LLC.

Specifically, we undertake

some of our sales and marketing using personnel located in Russia.

To date, mainly due to the invasion of Ukraine by Russia and the ongoing

sanctions, we scaled back and we expect to close down our subsidiary operations in the near future.

of Operations

1 unchanged sentence

Three months ended

Six months ended

(dollars in thousands)

Cost of revenues

3 unchanged sentences

Operating loss

Financial expenses, net

Financial income (expenses), net

Equity accounted losses

Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022

and Three Months Ended June 30, 2023 Compared to Six and Three Months Ended June 30, 2022

inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional

2 unchanged sentences

Our revenues for the

three months ended March 31, 2023 amounted to $720,000 compared to $404,000 for the three months ended March 31, 2022.

from the corresponding period primarily attributable to Orgad that was consolidated for 3 months as opposed to 2 months in the

corresponding period and revenue generated from the Naiz.

In addition, the increase from the corresponding period results from an

increase in revenues generated by My Size.

of revenues expenses for the three months ended March 31, 2023 amounted to $1,147 compared to $251,000 for the three months ended March

The increase in comparison with the corresponding period was mainly due to an inventory mark-down of $643,000 due to the fire

that occurred in its warehouse during January 2023.

six months ended June 30, 2023 amounted to $2,010,000 compared to $1,205,000 for the six months ended June 30, 2022.

for the three months ended June 30, 2023 amounted to $1,290,000 compared to $801,000 for the three months ended June 30, 2022.

increase in the six months ended June 30, 2023 from the corresponding period is primarily attributable to (i) revenue generated from

Orgad that was consolidated for the full six months in 2023 as opposed to just two months in the corresponding period in 2022, and

(ii) revenue generated from Naiz Fit that was acquired in October 2022.

The increase in the three months ended June 30, 2023 from

the corresponding period is primarily attributable to an increase in Orgad sales and revenue generated from Naiz Fit.

cost of revenues expenses for the six months ended June 30, 2023 amounted to $1,918,000 compared to $730,000 for the six months

ended June 30, 2022.

The increase in comparison with the corresponding period was mainly due to an inventory mark-down of $643,000

due to the fire that occurred in Orgad’s warehouse during January 2023 and an increase in revenues as described

cost of revenues expenses for the three months ended June 30, 2023 amounted

to $771,000 compared to $479,000 for the three months ended June 30, 2022.

The increase in comparison with the corresponding period was

mainly due an increase in revenues as described above.

and Development Expenses

Our research and development expenses

for the three months ended March 31, 2023 amounted to $342,000 compared to $412,000 for the three months ended March 31, 2022.

from the corresponding period primarily resulted decrease in subcontractor expenses.

research and development expenses for the six months ended June 30, 2023 amounted to $569,000 compared to $802,000 for the six

months ended June 30, 2022.

The decrease from the corresponding period was mainly due to a decrease in salaries expenses due to

reduced headcount and a decrease in subcontractor expenses.

research and development expenses for the three months ended June 30, 2023 amounted to $227,000 compared to $390,000 for the three

months ended June 30, 2022.

The decrease from the corresponding period was mainly due to a decrease in salaries expenses due to

reduced headcount and a decrease in subcontractor expenses.

and Marketing Expenses

Our sales and marketing expenses

for the three months ended March 31, 2023 amounted to $679,000 compared to $959,000 for the three months ended March 31, 2022.

primarily resulted from a decrease in consultants expenses, Travel and marketing expenses offset by an increase in Amazon fees.

sales and marketing expenses for the six months ended June 30, 2023 amounted to $1,646,000 compared to $1,854,000 for the six months

ended June 30, 2022.

The decrease primarily resulted from a decrease in salary expenses due to reduced headcount, consultant

expenses, travel and marketing expenses offset by an increase in Amazon fees.

sales and marketing expenses for the three months ended June 30, 2023 amounted to $967,000 compared to $895,000 for the three months

ended June 30, 2022.

The increase primarily resulted from an increase in Amazon fees due to the increase in sales offset by a

decrease in salary expenses due to reduced headcount, consultant expenses, travel and marketing expenses.

and Administrative Expenses

Our general and administrative

expenses for the three months ended March 31, 2023 amounted to $1,044,000 compared to $887,000 for the three months ended March 31, 2022.

The increase compared to the corresponding period was mainly due to an increase in employee salaries mainly due to the Orgad and Naiz

acquisitions and an increase in professional expenses.

As a result of the foregoing,

for the three months ended March 31, 2023, our operating loss was $2,492,000 an increase of $387,000 or 18.3%, compared to our operating

loss for the three months ended March 31, 2022 of $2,105,000.

general and administrative expenses for the six months ended June 30, 2023 amounted to $1,923,000 compared to $1,576,000 for the six months

ended June 30, 2022.

The increase compared to the corresponding period was mainly due to an increase in employee salaries mainly due

to the Orgad and Naiz acquisitions and an increase in professional expenses.

general and administrative expenses for the three months ended June 30, 2023 amounted to $879,000 compared to $689,000 for the three

months ended June 30, 2022.

The increase compared to the corresponding period was mainly due to an increase in employee salaries mainly

due to the Orgad and Naiz acquisitions and an increase in professional expenses.

a result of the foregoing, for the six months ended June 30, 2023, our operating loss was $4,046,000, an increase of $289,000 or 7.7%,

compared to our operating loss for the six months ended June 30, 2022 of $3,757,000.

a result of the foregoing, for the three months ended June 30, 2023, our operating loss was $1,554,000 a decrease of $98,000 or 6.0%,

compared to our operating loss for the three months ended June 30, 2022 of $1,652,000.

Income (Expenses), Net

Our financial expense, net for

the three months ended March 31, 2023 amounted to $146,000 compared to financial expense of $83,000 for the three months ended March 31,

2022 The increase compared to the corresponding period was mainly due to an increase in financial expenses exchange rate differences.

a result of the foregoing, our net loss for the three months ended March 31, 2023 was $2,654,000, compared to net loss of $2,188,000

for the three months ended March 31, 2022.

The increase in net loss was mainly due an increase in cost of sales and an

inventory mark-down of $643,000 due to the fire that occurred in its warehouse during January 2023 and the reasons mentioned above.

financial expense, net for the six months ended June 30, 2023, amounted to $100,000 compared to financial expense of $147,000 for the

six months ended June 30, 2022.

The increase compared to the corresponding period was mainly due to an increase in financial expenses

exchange rate differences.

financial income, net for the three months ended June 30, 2023, amounted to $46,000 as opposed to financial expense of $64,000 for the

three months ended June 30, 2022.

The increase compared to the corresponding period was mainly due to an increase in financial expenses

exchange rate differences.

a result of the foregoing, our net loss for the six months ended June 30, 2023, was $3,945,000, compared to net loss of $3,904,000

for the six months ended June 30, 2022.

a result of the foregoing, our net loss for the three months ended June 30, 2023 was $1,291,000, compared to net loss of $1,716,000 for

the three months ended June 30, 2022.

The decrease in net loss was mainly due to the reasons mentioned above.

and Capital Resources

1 unchanged sentence

and in the U.S.

of March 31, 2023, we had cash, cash equivalents, and restricted cash of $2,676,000 compared to $2,363,000 of cash, cash equivalents

of June 30, 2023, we had cash, cash equivalents, and restricted cash of $1,250,000 compared to $2,363,000 of cash, cash equivalents

and restricted cash as of December 31, 2022.

This increase primarily resulted from a public and private offerings that we completed

in January 2023 offset by our operating activities, the acquisition of Orgad and Naiz Fit, and resources that were deployed to grow

of both businesses.

used in operating activities amounted to $2,313,000 for the three months ended March 31, 2023, compared to $2,579,000 for the three

months ended March 31, 2022.

The decrease in cash used in operating activity is derived mainly from a decrease in trade payables and

inventory offset by an increase in the net loss.

We did not have net cash used

in investing activities for the three months ended March 31, 2023, compared to cash used in investing activities of $321,000 for the three

months ended March 31, 2022.

Net cash provided by financing

activities was $2,676,000 for the three months ended March 31, 2023, compared to $7,000 for the three months ended March 31, 2022.

cash flow from financing activities for the three months ended March 31, 2023 resulted from the public and private offering that occurred

in January 2023.

that we 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, , we believe our existing cash will not be sufficient to fund operations for a period of

more than 12 months.

This decrease primarily resulted our operating activities, the acquisition of Orgad and

Naiz Fit, and resources that were deployed to grow both businesses offset by the public and private offerings that we completed in January

used in operating activities amounted to $3,640,000 for the six months

ended June 30, 2023, compared to $4,070,000 for the six months ended June 30, 2022.

The decrease in cash used in operating activity is

derived mainly from a decrease in trade payables and inventory offset by an increase in the net loss.

There was no net cash used in investing activities compared to cash used

in investing activities of $325,000 for the six months ended June 30, 2022.

cash provided by financing activities was $2,596,000 for the six months ended June 30, 2023, as opposed to net cash used in financing

activities of $24,000 for the six months ended June 30, 2022.

The cash flow from financing activities for the six months ended June 30,

2023, resulted from the public and private offering that occurred in January 2023.

expect that we 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 June 30, 2023, we believe our existing cash will not be sufficient to fund operations for a period

of more than 12 months.

As a result, there is substantial doubt about our ability to continue as a going concern.

We will need to raise additional

capital, which may not be available on reasonable terms or at all.

We will need to raise

additional capital, which may not be available on reasonable terms or at all.

Additional capital would be used to accomplish the following:

our current operating expenses;

growth opportunities;

and retain qualified management and key employees;

to competitive pressures;

with regulatory requirements;

compliance with applicable laws.

finance our current operating

pursue growth opportunities;

hire and retain qualified

management and key employees;

respond to competitive

comply with regulatory

requirements;

maintain compliance with

applicable laws.

conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available

2 unchanged sentences

conditions, the Russian invasion of Ukraine, and a number of other factors, many of which are outside our control, and on our financial

Accordingly, we cannot assure you that we will be able to successfully raise additional capital at all or on terms that are

acceptable to us.

If we cannot raise additional capital when needed, it may have a material adverse effect on our business, results of

operations and financial condition.

Accordingly, we cannot assure you that we will be able to successfully raise additional capital at all or on terms that

are acceptable to us.

If we cannot raise additional capital when needed, it may have a material adverse effect on our business, results

of operations and financial condition.

the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities

45 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis