What changed in this filing

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Item 1. Business

2024-04-01 compared with 2023-04-14 · 208 added, 375 removed, 272 unchanged (68% of the section changed)

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

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

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

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

a simple questionnaire which uses a database

collected over the years.

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

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

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 markets.

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.

We are currently focused on driving the commercialization of the Naiz Fit

technology which, enables shoppers to generate highly accurate measurements of their body to find the accurate

fitting apparel by using our Naiz Fit Widget, a simple questionnaire which uses a database collected over the years and allows buyers

to know what size to pick when buying online, reducing returns and increasing conversion rates of sellers.

Fit syncs the user’s measurement data to a sizing model generated with our proprietary Garment Modelling technology for each item

sold on the ecommerce, 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

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

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

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

and outstanding equity of Orgad.

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

It operates as a third-party seller on

Amazon.com, eBay and others.

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

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

In consideration of the shares of Orgad, the Orgad

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

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

2022 and 2023.

The transaction closed on the same day.

Orgad Cash Consideration is payable to the Orgad Sellers in three installments, according to the following payment schedule:

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

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

further to certain downward post-closing adjustment.

Equity Consideration is payable to the Orgad Sellers according to the following payment schedule:

(i) 55,801 shares were issued at

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

subject to certain downward post-closing adjustment.

payment of the second and third cash installments, the equity installments and the earn out are further subject in each case to the Orgad

Sellers being actively engaged with Orgad at the date such payment is due (except if the Orgad Sellers resign due to reasons relating

to material reduction of salary or adverse change in their position with Orgad or its affiliates).

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

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

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

Each of Borja, Aritz,

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

Pursuant to the Naiz Agreement, the Naiz Sellers agreed to

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

under the laws of Spain.

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

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

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

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

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

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

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

The Naiz Agreement also provides that,

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

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

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

2025 audited financial statements;

provided that certain revenue targets are met.

Following the Equity Value Averaging Period, it was

determined that the Shortfall Value is $459,240.

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

(i) US$500,000

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

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

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

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

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

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

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

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

Naiz Agreement contains customary representations, warranties and indemnification provisions.

In addition, the Naiz Sellers are subject

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

to My Size’s business.

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

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

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

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

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

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

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

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

or disposition;

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

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

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

The Lock-Up Agreement also contains

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

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

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

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

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

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

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

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

The Voting Agreement

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

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

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

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

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

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

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

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

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

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

protection of debtors.

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

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

We shifted Orgad’s operation to its headquarters.

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

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

of Orgad for the year of 2023.

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

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

We also recently

launched True Feedback, a Go-To-market solution that extracts data from our Naiz Community mystery shoppers to fine-tune the customer

experience offered to fashion buyers, both online and offline.

2023 Warrant Repricing

August 24, 2023, we entered into an inducement offer letter agreement, or the Inducement Letter, with a certain holder, or the Holder,

of certain of our then-existing warrants to purchase up to (i) 1,963,994 shares of our common stock issued on January 12, 2023 at an

exercise price of $2.805 per share, or the January 2023 Warrants, (ii) 6,864 shares of our common stock issued on January 17, 2020 at

an exercise price of $94.00 per share, or the January 2020 Warrants, and (iii) 47,153 shares of our common stock issued on October 28,

2021 at an exercise price of $31.50 per share, having terms ranging from 28 months to five and one-half years, or the October 2021 Warrants,

and together with the January 2023 Warrants and the January 2020 Warrants, the Exercised Warrants).

to the Inducement Letter, the Holder agreed to exercise for cash the Exercised Warrants to purchase an aggregate of 2,018,012 shares

of our common stock at a reduced exercise price of $2.09 per share in consideration of our agreement to issue new common stock purchase

warrants, or the New Warrants, to purchase up to an aggregate of 5,367,912 shares of our common stock, at an exercise price of $2.09

The New Warrants became immediately exercisable upon the approval of our stockholders at our annual general meeting of stockholders

in December 2023, or the Stockholder Approval Date, until either the five and one-half years with respect to 2,755,800 New Warrants and

twenty-eight months with respect to 2,612,112 New Warrants, from the Stockholder Approval Date.

aggregate gross proceeds from the exercised of the Exercised Warrants was approximately $4.2 million, before deducting placement agent

fees and other offering expenses payable by us.

2023 Financing

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

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

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

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

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

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

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

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

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

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

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

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

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

January 10, 2023, we entered into a securities purchase agreement, or the RD Purchase Agreement, pursuant to which we agreed to sell

and issue in the RD Offering an aggregate of 162,000 of our shares of common stock, or the RD Shares, and pre-funded warrants, or the

Pre-funded Warrants, to purchase up to 279,899 shares of common stock and, in a concurrent private placement, unregistered warrants to

purchase up to 883,798 shares of common stock, or the RD Warrants, consisting of Series A warrants, or Series A Warrants, to purchase

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

an offering price of $3.055 per RD Share and associated Series A and Series B Warrants and an offering price of $3.054 per Pre-funded

Warrant and associated Series A and Series B Warrants.

addition, we entered into a securities purchase agreement, or the PIPE Purchase Agreement, and together with the RD Purchase Agreement,

the Purchase Agreements, pursuant to which we agreed to sell and issue in the PIPE Offering an aggregate of up to 540,098 unregistered

Pre-funded Warrants and unregistered warrants to purchase up to an aggregate of 1,080,196 shares of common stock, or the PIPE Warrants

and together with the RD Warrants, the Warrants, consisting of Series A Warrants to purchase up to 540,098 shares of common stock and

Series B Warrants to purchase up to 540,098 shares of common stock at an offering price of $3.054 per Pre-funded Warrant and associated

Series A and Series B Warrants.

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

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the shares underlying the warrants.

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

rights agreement, or the Registration Rights Agreement.

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

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

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

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

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

event the Registration Statement is reviewed by the SEC.

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

the effectiveness of the Registration Statement.

Purchase Agreements and the Registration Rights Agreements also contain

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

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

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

Purchase Agreements.

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

agent and other offering expenses payable by the Company.

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

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

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

We paid Wainwright

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

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

Wainwright also received

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

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

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

Minimum Bid Price Deficiency

November 3, 2023, we were notified, or the Notification Letter, by the Nasdaq Listing Qualifications that we are not in compliance with

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

Notification Letter provides that the Company has 180 calendar days, or until May 1, 2024, to regain compliance with the Rule.

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

business days.

In the event we do not regain compliance by May 1, 2024, we may then be eligible for additional 180 days if we meet the

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

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

during the second compliance period.

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

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

to appeal the delisting determination to a Hearings Panel.

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

We are not aware of any casualties or injuries associated with

We shifted Orgad’s operation to its headquarters.

The value of the inventory that was in the warehouse was approximately

We believe that this incident did not affect the future sales results of Orgad for the year of 2023.

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.

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

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

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

market and SizeUp for the home DIY market.

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

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

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

to ensure a correct fit.

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

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

offers shipping companies a variety of precise logistical data for more efficiently managing their supply chain, providing them with

an accurate way to compare the physical package with what is in the shipping manifest.

BoxSize solution is available for license

on both iOS and Android operating systems.

BoxSize is available on the Honeywell Marketplace and in August 2019 was approved

for Honeywell’s Independent Software Vendor Program, and MySize was granted an independent software vendor (ISV) status on

the Zebra Technologies and on DataLogic platforms.

is a digital tape measure that allows users to measure length, width and height of a surface by moving their smartphone from

point to point of an object or space.

SizeUp is a value-add for DIY and home improvement retailers whose customers struggle

to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccurate measurements.

also is designed to replace rulers, tape measures and other measuring tools used for DIY projects.

SizeUp is available

for consumer download on both iOS and Android operating systems.

On top of this anthropometric technologies, understanding the complexity

of the fashion industry, we have also developed our own garment modelling technologies based on both products specifications and physical

garment try-ons, guaranteeing the scalability of our solution while maximizing accuracy and adaptability of our technology for each retailer

and e-tailer.

have developed a complete Platform that includes several solutions or products inside it, such as, Naiz Fit Size Form for the ecommerce

team, Smart catalogue for the product & design team,True Feedback for the Go-to-Market and Marketing teams and First Look Smart Mirror

plus bring Your own Device for the Retail teams.

Form Enables shoppers to generate highly accurate measurements of their body to find proper fitting clothes and accessories,

through the use of a simple questionnaire integrated on our retailers ecommerce.

Size Form syncs the user’s measurement data

to a sizing model we create for each SKU and presents the right size and fit for the customer.

MySizeID is available for license

by retailers and accessible by consumers through a web page.

Currently used by more than 100 international brands.

Look Smart Mirror and Bring Your Own Device.

Enables the size recommendations but inside the brick and mortar stores, allowing

customers to filter the whole physical store by their size and fit.

Both as part of a Magic Mirror experience or embedded into the

buyer’s smartphone, our technologies also allow to generate “goes with” and “similar items” recommendations

to increase up-sell and cross-sell while boosting brand loyalty by creating ultra-personalized shopping experiences.

Helping Product & Design team build the next collections based on actionable data and not just their intuition.

Our AI acts as an assistant to these teams by analyzing the data generated by the rest our solutions suite, from sizes recommended

to purchases and returns, including the qualitative feedback generated by our Naiz Community mystery shoppers.

Smart Catalogue is

able to suggest the launch of new sizes, detect new product niches and makes sure brands adapt their assortment to their customer

Feedback Allows Marketing and Go To Market teams to use our Naiz Community testers to

not only try on their garments and report fitting information to our technology, but also

perform tasks defined by the retailer’s teams to unlock key insights from their shopping

and brand experiences.

following are some select key features of our solutions:

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to our clients’ needs.

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

The Naiz Fit Platform can be integrated in less than 6 weeks;

user experience.

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Growth Strategy

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

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

aim to drive revenue primarily through penetration of the U.S., Europe and Latin American markets through a business to business (B2B)

model in the verticals we are targeting.

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Additional Commercial Agreements with U.S.

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

introducing North America (U.S.

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

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

and Temperlay London among others.

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

and foreign retailers for the deployment of

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

While we are already giving service in the U.S.

through our international

customers selling there, we are in various stages of discussions with U.S.

Tier 1 retailers for the deployment of our size recommendation

and measurement technology with a view to entering into additional commercial agreements with the rest of the Naiz Platform solutions.

a Two-Pronged Commercialization Strategy.

We are seeking to accelerate adoption of our solutions both through direct partnerships

with e-commerce websites as well as through third-party platform websites.

While we seek to directly enter into partnerships with

companies maintaining e-commerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on

third-party platforms.

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

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

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

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

We are seeking to accelerate adoption of our solutions both through direct agreements

with e-commerce websites, we also opened our Partners Program to add a new sales channel.

While we seek to directly enter into partnerships

with companies selling their own apparel, we also started working with key partners for the fashion industry such as Global-e, Scalapay,

Bcome, BigBlue, Analytical Ways, Retail Rocket, Shippy Pro or Connectif.

Furthermore, with the release of our FirstLook Smart Mirror,

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

utilizing the Magento, SalesForce, WooCoomerce, Shopify, Lightspeed, PrestaShop, Bitrix and Wix platforms and to brick and mortar

stores through GK Software POS solution.

Investment in our Technology Platform.

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our database .

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

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

measurements generates valuable statistics.

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

We recently completed an acquisition of Orgad

We completed an acquisition of Orgad

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

for fashion ecommerce companies.

and cooperation.

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

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

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

of slowing down.

for fashion companies.

global e-commerce market is expected to total $8.8 trillion in 2024, and the industry is expected to grow significantly in the coming

years with no signs of slowing down.

Market specialists expect a compound annual growth rate of 15.80% from 2024 to 2029:

according to data from Statista,

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

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

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

and associated restocking and shipping costs.

data from Mordor Intelligence, the market is expected to reach $18.81 trillion by 2029.

In addition, it is expected that by 2024, 21.2%

of total retail sales will happen online.

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

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

associated restocking and shipping costs.

Fashion/Apparel

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both online and offline, has become a top priority.

Shipping/Parcel

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

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

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

are critical.

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

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

Far too often, retailers use unfit packaging for

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

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

and measurements.

In an industry where precise measurement for projects is an absolute necessity, e-commerce has not grown as quickly

as in other industries which we believe is due to lack of consumer confidence in measurements at home and buying the correct item online.

have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own

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

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

During 2022, MySizeID delivered over 23.5 million size recommendations.

application is the result of a research and development effort that combines:

anthropometric

research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination of

correlations between body parts;

measurement algorithm research – an algorithm created by us to measure body parts;

size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment

allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online

retailers, to ensure that no matter the manufacturer or size chart, they will get the right fit.

MySizeID operates based on the

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

by moving the smartphone along his or her body.

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

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

The measurements can

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

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

and other parameters as he or she may have defined.

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

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

Screenshot of MySizeID on smartphone and e-commerce website

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

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

Our native app can be used “as is” integrated

into the retailer’s e-commerce website.

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

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

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

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

and the item he or she is looking at.

widget has two features:

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

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

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

accuracy for specific apparel categories.

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

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

By adding the pixel to the retailer’s

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

and benefits of MySizeID.

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

offline stores.

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

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

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

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

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

A user can then choose between the two sizes according to

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

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

widget, without the need to download our mobile app.

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

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

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

open the same page on the mobile phone.

of Instant-App widget on desktop on yumyumfashion website

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

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

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

In 2021, we changed the MyDash system to increase

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

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

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

user-friendly.

Screenshot of Back-Office System

Smart Mirror .

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

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

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

or other high-traffic locations of the store.

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

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

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

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

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

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

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

improved operational efficiency and reduced operating expenses.

In addition, BoxSize allows customers to easily measure the size

of their parcel with their smartphone, calculate shipping costs and arrange for a convenient pick-up time for the package.

is available both on iOS and Android.

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

of the handheld device.

Previously, measurements through BoxSize would require three separate swipes.

Screenshot of BoxSize

BoxSize mobile measurement solution is available on the Honeywell Marketplace.

In addition, BoxSize was approved for Honeywell’s

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

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

It includes package

dimensions, pictures, scan geo location and more.

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

from his own system.

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

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

with Delhivery Private Limited, India

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

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

strong testament to the value the solution provides.

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

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

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

Our SizeUp application is a smart tape measure for

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

The application provides measurements

with an accuracy of within two centimeters.

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

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

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

and title suggestions.

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

via e-mail and pay a one-time fee of $1.99 to continue using the application.

To date, revenues from downloads have been minimal.

Fit has a unique value proposition, based on a robust subscription B2B SaaS model, by being the only size and fit solution in

the market giving brands an all in-one solution to address not only the ecommerce sizing challenge, but having a solution for each

phase in the garment value chain.

Screenshot of the Solution Suite of Naiz Fit Platform

2023, we released the Naiz Fit Platform, moving from being a product to a platform with the ability to address many more challenges

that fashion companies are facing throughout their whole value chain, increasing the potential contract value of each lead.

Diagra showing the data flow and technologies operating all over the value chain of any fashion retailer

Orgad is a technology-enabled consumer products company that uses machine

learning and data analytics to develop, market and sell products in e-commerce retailing in the global markets.

Orgad has been operating

as a third-party seller on www.amazon.com since 2016.

To date, Orgad has generated practically all of its revenue as

a third-party seller on www.amazon.com and only a negligible amount of revenue from operations on other channels.

manage more than 5,000 stock-keeping units (“SKUs”).

Product categories include footwear, apparels, and accessories.

strategy is to bring most of our vendors product selections to the customers.

We have advanced software that assists us in identifying

product gaps so we can keep such products in stock year-round including the entirety of the last quarter (holiday season) of the calendar

are three main types of business models on Amazon:

wholesale, private label and retail arbitrage.

Our business model is wholesale, also

known as reselling, which refers to buying products in bulk directly from the brand or manufacturer at a wholesale price and making a

profit by selling the product on Amazon.

We sell merchandise on Amazon and the sales are fulfilled by Amazon.

We pay Amazon fees for

allowing us to sell on their platform.

advantages of selling via a wholesale model:

lower unit quantities with wholesale orders than private label products.

wholesale is less time intensive and easier to scale than sourcing products via retail arbitrage.

brands will want to work with us because we can provide broader Amazon presence.

challenges of selling via a wholesale model:

competition on listing for Buy Box on amazon.com (as described below).

and maintaining relationships with brand manufacturers.

Description/Opportunities

to Statista, total retail sales increased 23% to $7.24 trillion in 2023 from $5.57 trillion in 2020 1 .

ecommerce sales

increased 18% to $960.15 billion in 2021 from $811.56 billion in 2020.

accounted for nearly 40% of all e-commerce in the United States and that makes Amazon the biggest ecommerce giant currently in the market.

more than 2.5 million active third-party sellers on Amazon in 2023 3 , we believe we have several competitive advantages:

have strong operations and sales teams experienced in listing, shipment, advertising, reconciliation

By delivering high quality results and enhancing procedures through the process,

our teams are competitive.

believe our software system gives us an advantage over our competition.

The system is highly

customized to our business model;

it collects and processes large amounts of data every day

to optimize our operation and sales.

Through advanced software, we can identify products that

we can lead in various categories.

are focused on three main categories which makes us more competitive in front of

our suppliers and logistics.

and Development

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

incurred research and development expenses of approximately $1.7 million

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

The decrease from the corresponding

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

Amendment to Purchase Agreement dated May 26, 2021.

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

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

incurred research and development expenses of approximately $1.0 million in 2023 and $1.7 million in 2022, relating to the development

of its applications and technologies.

The decrease from the corresponding period primarily resulted from to a decrease in salaries expenses

due to reduced headcount and a decrease in subcontractor expenses.

2023, the R&D department experienced significant success in their efforts to improve the performance of their size recommendation

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the system and exploring new applications for the technology.

and Marketing

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

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

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

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

relationships.

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

We encourage free

trials of one or more of our products in order to successfully convert those accounts to paid subscriptions.

rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as

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of December 31, 2023, we owned 1 6 issued patents:

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

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

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

six in Europe, four in the U.S., three in Japan two in Canada and one in Israel which expire between January 20, 2033 and August

18, 2036, and we have two additional patent applications in process.

As of such date, we do not have any registered

cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since

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

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

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

1 line of “all included” script implementation

AI and ML, size chart or spec data, and Naiz Fit property body data measurement and garment modelling technologies;

4-6 week integration including size chart review, product try-ons and sizing mapping

1 line of “all included” script implementation for your ecommerce and a regular product feed is all we need to launch

Naiz Platform

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

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Optimizations

of size charts based on performance

usage analysis by FashTech and BI teams

pairing of size charts with products/collections

of size charts based on performance through try-on tests, purchase and returns analysis

usage analysis by Brands Specialists and BI teams

pairing of sizing models with products/collections for an SKU-based size recommendation for each individual customer

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

to add/deduct questions to/from widget wizards

automatically receive size recommendations on all products after initial sign up

automatically receive size recommendations on all products after initial usage

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

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operations expertise;

of use of products and platform capabilities;

of use of products and platform capabilities included in Naiz Platform;

cost of ownership;

to industry standards and certifications;

of sales and marketing efforts;

awareness and reputation;

on customer success

of sales and marketing efforts internally led and guaranteeing efficiency on acquisition costs;

awareness and reputation boosted by our comprehensive platform focused on fashion;

on customer success with dedicated team

believe we generally compete favorably with our competitors on the basis of these factors.

We expect competition to increase as other

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

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

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

Many of our competitors have substantially

greater financial, technical, and other resources, greater name recognition, larger sales and marketing budgets, broader distribution,

and larger and more mature intellectual property portfolios.

We expect competition to increase as other established and emerging companies enter our

markets, as customer requirements evolve, and as new products and technologies are introduced.

We expect this to be particularly true

as size recommendation for online fashion is a big challenge for the whole industry, making it attractive for new companies to join this

of our competitors have substantially greater financial, technical, and other resources, greater name recognition, larger sales and marketing

budgets, broader distribution, and larger and more mature intellectual property portfolios.

Capital Management

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

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

of March 9, 2024, we had a total of 25 employees, of which 22 were full-time employees, including 11 in sales and marketing, 4 in

technology and development and 10 in administration and finance.

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

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

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

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

current team.

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

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of common stock to Ms.

In February 2022, we completed the acquisition of Orgad and in October 2022, we completed the acquisition of Naiz

September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE.

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On July 25, 2016,

our common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.

our common stock began publicly trading on the Nasdaq Capital Market, or Nasdaq, under the symbol “MYSZ”.

On December 27, 2023 our shareholders approved a voluntary delisting of our common stock from trading on the TASE.

On January 11, 2024, the TASE issued a notice confirming our request to delist our common stock from the TASE, noting that the last day

of trading of our common stock on the TASE will be with the last day of trading on March 27, 2024 and that the delisting our common stock

is expected to take effect on March 31, 2024.

All of the shares of our common stock on the TASE are expected to be transferred to the

Nasdaq where they will continue to be traded.

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

What changed 10-K

Item 1. Business