What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-04-01 compared with 2023-04-14 · 188 added, 302 removed, 567 unchanged (46% of the section changed)

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in Internal Control Over Financial Reporting

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

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

As a result, we made additions

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

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

procedures, operational processes and documentation practices.

Management excluded the acquired businesses from management’s report on

internal control over financial reporting.

the most recent fiscal quarter, no change has occurred in our internal control over financial reporting that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

During the quarter ended September 30, 2023, Ronen Luzon and Or Kles adopted a “Rule 10b5-1 trading arrangement”

(in each case, as defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Chief Operating Officer and Chief Product Officer

Ilia Turchinsky

Chief Technology Officer

Ezequiel Javier Brandwain

Chief Commercial Officer

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

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Class II Director

Member of our

audit committee

Member of our

nominating and corporate governance committee

Member of our

compensation committee

of our audit committee

of our nominating and corporate governance committee

of our compensation committee

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

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

Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology.

Prior to joining us, from 2013 until 2018, Mr.

Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech

Ltd., a company that provides design, development and characterization of mobile applications.

Prior to that, Mr.

Turchinsky served in

various roles including development course instructor at IQLine, was a founder of Arnavsoft and was a software developer for MintLab

and a political party.

Turchinsky holds a B.Sc.

from the Ben Gurion University in Computer Science and an M.Sc.

from the Open University

of Israel in Computer Science.

Javier Brandwain has served as our Chief Commercial Officer since February 2022.

Brandwain brings more than two decades of global

experience in retail and the fashion industry, mainly in business development, operations, and international markets.

Before joining

the Company, Mr.

Brandwain held positions of increasing responsibility at several companies, including between June 2017 and November

2020, at 7 For All Mankind International, where he served as Director, Latin America and Caribbean, managing business development and

operations across Latin America and the Caribbean.

Before that, between May 2016 and June 2017, Mr.

Brandwain served as Chief Business

Development Officer at Replay – Fashion Box SPA, where he oversaw business development and operations, expansion and control in

the Americas, the Caribbean, and North-East Asia.

Prior this role, between September 2015 and May 2016, he served as the Replay’s

Managing Director in Latin America and the Caribbean, leading the company’s international expansion in these regions.

that, between April 2015 and September 2015, Mr.

Brandwain served as Managing Director, Latin America and Caribbean at Authentic Brands

Group LLC, where he led that company’s operations, business developments and international expansion within these regions, and

served as the direct liaison with the company’s headquarters in New York.

Prior to that, between April 2015 and September 2015,

Brandwain served as Chief Operating Officer, Latin America and Caribbean at Flemingo International Ltd., overseeing operations, as

well as projected operations in the travel retail field across these regions.

Prior to that, between December 2010 and February 2014,

Brandwain served as Regional Director, Southern Hemisphere at Calvin Klein, where he was responsible for defining and implementing

the operational and commercial strategy for Southern Hemisphere, as well as overseeing the retail, travel retail, concession, and wholesale

businesses of the company.

During his tenure at Calvin Klein, Mr.

Brandwain also served as Travel Retail Director, Latin America, where

he built the travel retail business and developed operations.

Prior to that, between July 2010 and November 2010, Mr.

Brandwain served

as Business Director, Latin America and Caribbean at Givenchy Latin America, and between January 2010 and June 2010 he served as Commercial

Director, Latin America and Caribbean at Nautica Latin America.

During December 2004 and December 2009, Mr.

Brandwain served as Vice

President, International Business Development at Report Collection/Modextil, Inc., where he was in charge of business and operational

expansion, global growth, and brand extensions.

Prior to that, between 2003 and October 2004, Mr.

Brandwain served as General Manager

at Andrew Koenig International, Inc.

Between September 2019 and November 2020, Mr.

Brandwain served as a member of the Board of Directors

of 7 For All Mankind Brazil Importacao, Comercio E Distribuicao S.A.

Brandwain earned a Bachelor degree in architecture from the

University of the Republic (Uruguay).

Branitzky has served as a member of our board of directors since March 2017.

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traded companies, including companies that operate in the same industry as us.

Zimmerman has served as a member of our board of directors since August 2021.

Zimmerman has served as a member of our board of directors since August 2021 Since November 2023, Mr.

Zimmerman serves as Chief Executive Officer of XJet 3D having served as Chief Marketing

Officer from August 2022.

Previously, Mr.

Zimmerman served as Founder and CEO

of ManuFuture, an online b2b engineering market place, since February 2021.

Zimmerman served as Founder and

CEO of ManuFuture, an online b2b engineering marketplace, since February 2021.

Prior to that from 2017 to 2021, Mr.

Zimmerman acted as a

consultant to several technology start-ups and was a founding partner of a business travel online platform.

From 2013 to 2017, Mr.

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

Prior to that, Mr.

served as VP of Global Sales and Business Development at Tefron Ltd., a provider of seamless garment technology, where he led the $100m

sales and sales support organization serving global retail and fashion brands.

Prior to that he served as Vice President of Strategy

and Business Development at Tnuva Group, Israel’s largest food manufacturer and spent eight years at McKinsey & Company.

Zimmerman previously led a software startup in the field of operational healthcare management systems.

Zimmerman acted

as a consultant to several technology start-ups and was a founding partner of a business travel online platform.

From 2013 to 2017,

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

Zimmerman served as VP of Global Sales and Business Development at Tefron Ltd., a provider of seamless garment technology,

where he led the $100m sales and sales support organization serving global retail and fashion brands.

Prior to that he served as

Vice President of Strategy and Business Development at Tnuva Group, Israel’s largest food manufacturer and spent eight years

at McKinsey & Company.

Zimmerman previously led a software startup in the field of operational healthcare management

Zimmerman holds a B.Sc.

Industrial Engineering from Tel Aviv University in Israel.

in Industrial Engineering from Tel Aviv University in Israel.

We believe that Mr.

Zimmerman is qualified to serve as a member of our board

of directors because of his experience in business development in the technology and retail sectors.

Board Diversity Matrix

The table below provides certain

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

qualified to serve as a member of our board of directors because of his experience in business development in the technology and

retail sectors.

Diversity Matrix

table below provides certain information regarding the diversity of our board of directors as of the date of this annual report.

Board Diversity Matrix (As of March 9, 2024)

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into three classes with staggered three-year terms (with the exception of the expiration of the initial Class I and Class II directors),

Class I, comprised of two

directors, initially Arik Kaufman and Oren Elmaliah (with their initial terms expiring at our 2022 annual meeting of stockholders

and members of such class serving successive three-year terms);

Class II, comprised of

two directors, initially Oron Branitzky and Guy Zimmerman (with their initial terms expiring at our 2023 annual meeting of stockholders

I, comprised of two directors, initially Arik Kaufman and Oren Elmaliah (with their initial terms expiring at our 2025 annual meeting

of stockholders and members of such class serving successive three-year terms);

II, comprised of two directors, initially Oron Branitzky and Guy Zimmerman (with their initial terms expiring at our 2026 annual

meeting of stockholders and members of such class serving successive three-year terms);

III, comprised of one director, initially Ronen Luzon (with his initial term expiring at our 2024 annual meeting of stockholders

and members of such class serving successive three-year terms).

Class III, comprised of

one director, initially Ronen Luzon (with his initial term expiring at our 2024 annual meeting of stockholders and members of such

class serving successive three-year terms).

preserve the classified Board structure, a director elected by the Board of Directors to fill a vacancy holds office until the next election

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to be nominated:

should be accomplished

in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;

should have relevant experience

and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;

should be of high moral

and ethical character and would be willing to apply sound, objective and independent business judgment, and to assume broad fiduciary

responsibility.

be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and

have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and

be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assume

broad fiduciary responsibility.

nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,

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Chief Operating Officer

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

Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2022 and 2021, computed

in accordance with FASB ASC Topic 718.

These amounts do not necessarily correspond to the actual value that may be realized by the named

executive officers.

The assumptions made in valuing the options reported in this column are discussed in Note 11 to our audited financial

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

period ended September 30, 2022.

Salary for the years 2023 and 2022 are based on average US$/NIS representative exchange rates of NIS 3.687 and NIS 3.358

respectively.

Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2023 and 2022,

computed in accordance with FASB ASC Topic 718.

These amounts do not necessarily correspond to the actual value that may be realized

by the named executive officers.

The assumptions made in valuing the options reported in this column are discussed in Note 14 to our

audited financial statements for the year ended December 31, 2022 and Note 4 to our condensed consolidated interim financial

statements for the quarterly period ended September 30, 2023.

Other Compensation Table

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Billy Pardo- Chief Operating Officer

The option has a grant date of July 24, 2017 and vested in full on January 24, 2018.

The option has a grant date of May 29, 2019.

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options vested on November 26, 2021, and 1,600 options vested on May 26, 2022.

The option has a grant date of July 24, 2017.

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

vested on May 1, 2019.

The option has a grant date of May 29, 2019.

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vested on January 24, 2020 and 226 options vested on January 24, 2021.

On May 25, 2020, the compensation committee of the Board of Directors of the Company reduced the exercise price of outstanding options

On July 13, 2023, the compensation committee of the Board of Directors of the Company reduced the exercise price of outstanding options

of employees and directors of the Company for the purchase of an aggregate of 23,575 shares of common stock of the Company (with exercise

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

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

prices of $26 per share) to $1.09 per share, which was the closing price for the Company’s common stock on July 13, 2023.

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

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1,2024, and January 1, 2025.

On February 14, 2024, the compensation committee of the Board of Directors of the Company granted restricted stock

awards under the 2017 Plan to Ronen Luzon, Or Kles and Billy Pardo, pursuant to which they were issued 300,000 restricted shares, 150,000

restricted shares and 150,000 restricted shares, respectively.

The restricted stock shall vest in three equal installments on January

1, 2025, January 1, 2026 and January 1, 2027, conditioned upon continuous employment with the Company, and subject to accelerated vesting

upon a change in control of the Company.

following table sets forth compensation information for our non-employee directors for the year ended December 31, 2023.

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Guy Zimmerman

Fees for the year 2022

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

Amounts in this column

represent the grant date fair value of options granted to the non-employee directors during 2022 computed in accordance with FASB

ASC Topic 718.

These amounts do not necessarily correspond to the actual value that may be realized by the non-employee directors.

The assumptions made in valuing the options reported in this column are discussed in Note 11 to our financial statements for the

year ended December 31, 2022.

for the year 2023 are based on average US$/NIS representative exchange rates of NIS 3.69.

in this column represent the grant date fair value of options granted to the non-employee directors during 2022 computed in accordance

with FASB ASC Topic 718.

These amounts do not necessarily correspond to the actual value that may be realized by the non-employee

The assumptions made in valuing the options reported in this column are discussed in Note 14 to our financial statements

for the year ended December 31, 2023.

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

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is required by the board or the committee(s) on which that director serves.

On February 14, 2024, the compensation committee of the Board of Directors of the Company granted restricted stock

units under the 2017 Plan to each non-employee director, pursuant to which they were each issued 20,000 restricted stock units.

The restricted

stock units vest on January 1, 2025.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Ownership of Certain Beneficial Holders and Management

following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 31, 2023

by (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of

our executive officers, and (iv) all of our directors and executive officers as a group.

following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 9, 2024 by

(i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our

executive officers, and (iv) all of our directors and executive officers as a group.

Except as otherwise indicated, the persons named

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laws, where applicable.

Beneficial Owner (1)

of Common Stock Beneficially Owned

Percentage (2)

Executive officers and directors:

Ezequiel Javier Brandwain

Ilia Turchinsky

Oren Elmaliah

Oron Branitzky

officers and directors:

Guy Zimmerman

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

Executive Officers and Directors as a Group (7 persons)

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

1026, Airport City, Israel 7010000 unless otherwise indicated

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

outstanding on March 31, 2023.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting

or investment power with respect to the subject securities.

Shares of common stock that are currently exercisable or exercisable within

60 days of March 31, 2023 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage

beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentage beneficial ownership

of any other person

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

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

common stock which are held by Billy Pardo, Ronen Luzon’s spouse.

Luzon may be deemed to beneficially hold the securities of

us held by Ms.

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

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

Kles has been designated the initial proxy

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

The calculation in this column is based upon 5,131,668 shares of common stock outstanding on March 9, 2024.

Beneficial ownership is determined

in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities.

of common stock that are currently exercisable or exercisable within 60 days of March 9, 2024 are deemed to be beneficially owned

by the person holding such securities for the purpose of computing the percentage beneficial ownership of such person, but are not treated

as outstanding for the purpose of computing the percentage beneficial ownership of any other person

Consists of (i) 400,000 shares of restricted stock granted under the 2017 Plan, (ii) options to purchase up to 8,001

shares of our common stock, and (iii) 174,000 shares of restricted stock granted to Billy Pardo, Ronen Luzon’s spouse under the

2017 Plan, and (iv) options to purchase up to 6,094 shares of our common stock which are hel by .Ms.

Luzon may be deemed to

beneficially hold the securities of us held by Ms.

Consists of (i) 174,000 shares of restricted stock granted under the 2017 Plan,

and (ii) an option to purchase 5,760 shares of our common stock.

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

Kles has been designated the initial proxy to vote such shares pursuant to a voting agreement entered into between Whitehole

S.L., Twinbel S.L.

and EGI Acceleration, S.L.

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

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

stock which are held by Mr.

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

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

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

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

common stock.

Consists of (i) 174,000 shares of restricted stock granted under the 2017 Plan,

(ii) options to purchase up to 6,094 shares of our common stock, (iii) 400,000 shares of restricted stock which are held by Ronen Luzon,

Billy Pardo’s spouse, and (v) options to purchase up to 8,001 shares of our common stock which are held by Mr.

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

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

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an amendment to the 2017 Equity Incentive Plan to increase the maximum number of shares of our common stock available for issuance under

the plan from 5,334 to 8,000 and an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximum number of shares

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

the plan from 5,334 to 8,000 and an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximum number of shares of

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

May 25, 2020, our Board reduced the exercise price of outstanding options of our employees and directors for the purchase of an aggregate

of 140,237 of our common stock (with exercise prices ranging between $453.75 and $228.75) to $26.0 per share, and extended the term of the

foregoing options for an additional one year from the original date of expiration.

of 140,237 of our common stock (with exercise prices ranging between $453.75 and $228.75) to $26.0 per share, and extended the term of

the foregoing options for an additional one year from the original date of expiration.

August 10, 2020, our stockholders approved an increase in the shares available for issuance under the 2017 Equity Incentive Plan from

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

to 8,667 shares from 18,667 shares.

80,000 to 58,000 shares, and a decrease of the numbers of shares available for issuance under the 2017 Consultant Incentive Plan to 8,667

shares from 18,667 shares.

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

58,000 shares to 230,800 shares.

On December 7, 2022, our stockholders

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

December 7, 2022, our stockholders approved an increase in the shares available for issuance under the 2017 Equity Plan from 230,800

shares to 289,000 shares.

December 27, 2023, our stockholders approved an increase in the shares available for issuance under the 2017 Equity Plan from 289,000

shares to 1,040,000 shares.

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

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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

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

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

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

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

years ended December 31, 2023 and 2022, except for compensation arrangements described elsewhere herein and the transactions described

below, we did not participate in any transaction, and we are not currently participating in any proposed transaction, or series of transactions,

in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year end for the last

two completed fiscal years, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holders,

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

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

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

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

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

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

The restricted shares shall vest

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

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

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

Custodian subsequently made a book and records request and has

made public statements calling for changes to our management.

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

Mysize, Inc., C.A.

2021-0817-LWW , or the Delaware Action.

In the Delaware Action, Custodian sought an order from the Court

of Chancery pursuant to Section 211 of the General Corporation Law of the State of Delaware compelling us to hold an annual meeting.

As further described below, on November 4, 2021, we entered into a settlement agreement, or the Settlement Agreement, with Custodian,

Activist Investing LLC, David Aboudi, Partick Loney and David Natan, collectively, the Lazar Parties, settling and dismissing the Delaware

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

David Lazar, Custodian Ventures LLC, Activist Investing LLC, Milton C.

Ault III, Ault Alpha LP, Ault Alpha GP LLC, Ault Capital

Management LLC, Ault & Company Inc., David Aboudi, Patrick Loney and David Nathan, Civil Action No, 1:21-cv-08585, pursuant to Sections

13(d) and 14(a) of the Securities Exchange Act of 1934, and certain rules promulgated thereunder, or the SDNY Action.

The complaint sought,

among other things, declaratory and injunctive relief related to defendants’ efforts to nominate a slate of directors for election

at our next annual meeting.

The complaint alleged that the defendants formed an undisclosed “group” for purposes of Section

13 (d) and has misrepresented its true purpose in purchasing My Size, Inc.

stock in filings made with the SEC.

In addition, the complaint

alleged that the defendants engaged in an unlawful solicitation of investors in violation of the Exchange Act proxy rules in connection

with their efforts to elect a slate of directors to our Board of Directors.

On October 20, 2021, the Court signed an order granting a

hearing on an anticipated motion for a preliminary injunction and expedited scheduling and discovery in aid thereof, and scheduled that

hearing for December 2, 2021.

As further described below, on November 4, 2021, we entered into the Settlement Agreement with the Lazar

Parties settling and dismissing the claims asserted in the SDNY Action and the Delaware Action against one another.

On November 8, 2021,

the remaining defendants in the SDNY Action filed and answer and counterclaim asserting a claim against us pursuant to New York Civil

Rights Law Section 70-a, also known as New York’s anti-SLAPP statute.

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

Pursuant to the

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

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

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

With respect to our 2021 annual meeting of stockholders,

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

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

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

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

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

Custodian also agreed to

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

In addition, Custodian agreed to certain

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

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

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

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

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

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

Ault III, Ault

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

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

action against the Company.

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

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

Stock and Restricted Stock Unit Grants

our inception we have granted restricted stock and Restricted Stock Unit awards to our officers and directors.

Such restricted stock

award agreements may contain acceleration provisions upon certain merger, acquisition, or change of control transactions.

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.

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 111,682 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:

$300,000 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.

In February 2024, we paid the remaining $700,000 of the

Orgad cash Consideration to the Orgad Sellers, net of a settlement amount of $275,000.

Orgad 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

Bespoke Technologies Acquisition

71 unchanged sentences

PRINCIPAL ACCOUNTING FEES AND SERVICES

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

public accounting firm for 2022 and 2021.

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

accounting firm for 2023 and 2022.

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

1 unchanged sentence

Audit-related Fees

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

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

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

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

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

Audit Fees consist of fees billed for professional services performed by Somekh Chaikin for the audit of our annual financial

statements, the review of interim consolidated financial statements, and related services that are normally provided in connection with

registration statements, including the registration statement for S-1 and S-3.

Tax Fees may consist of fees for professional services, including tax and VAT consulting and compliance performed by an independent

registered public accounting provided during the period.

Audit-related

Audit related Fees consist of due diligence services performed by an independent registered public accounting provided during

Policies and Procedures

9 unchanged sentences

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements

financial statements required by this Item are included beginning at page F-1.

1 unchanged sentence

FORM 10-K SUMMARY

EXHIBIT INDEX

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

6 unchanged sentences

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 24, 2018)

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

(incorporated by reference to the Company’s

Current Report on Form 8-K filed on November 18, 2019)

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

(incorporated by reference to the Company’s Current Report on Form 8-K filed on November 18, 2019)

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

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

6 unchanged sentences

Description of Securities Registered under Section 12 (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed on March 19, 2020)

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

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

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

1 unchanged sentence

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

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

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

My Size, Inc.

12 unchanged sentences

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

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 15, 2020)

Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 15, 2020)

Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 15, 2020)

Securities Purchase Agreement (incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1, Amendment No.

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

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

(incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on January 7, 2021)

Underwriting Agreement, dated March 22, 2021, by and between the Company and Aegis Capital Corp.

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

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

and Shoshana Zigdon (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on August 16, 2021)

Form of Registered Direct Offering Securities Purchase Agreement, dated October 26, 2021, by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 28, 2021)

Form of PIPE Securities Purchase Agreement, dated October 26, 2021, by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 28, 2021)

Form of Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 28, 2021)

1 unchanged sentence

Form of Registration Rights Agreement, dated October 26, 2021, by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 28, 2021)

Engagement Agreement, dated October 26, 2021, by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on October 28, 2021)

Settlement Agreement dated November 4, 2021, among My Size, Inc., David Lazar and certain of his affiliates (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 5, 2021)

Share Purchase Agreement dated as of February 7, 2022 between My Size Israel 2014 Ltd.

and Amar Guy Shalom and Elad Bretfeld (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 8, 2022)

Employment Agreement between My Size Israel 2014 Ltd.

and Ezequiel Javier Brandwain dated January 27, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 1, 2022)

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

14 unchanged sentences

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

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

with the SEC on January 12, 2023)

Form of Placement Agent Warrant

Engagement Agreement, dated December 5, 2022 (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023)

Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.36 to the Company’s Report on Form 10-K filed with the SEC on April 14, 2023)

of Inducement Letter (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the

SEC on August 25, 2023)

of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August

of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with

the SEC on August 25, 2023)

Amendment to the My Size, Inc.

2017 Equity Plan (incorporated by reference to Appendix A to the Company’s definitive

proxy statement filed with the SEC on November 24, 2023).

Form of Section 102 Capital Gain Restricted Stock Award Agreement under the Company’s 2017 Equity Incentive Plan

List of Subsidiaries

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

accounting firm

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

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

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Instance Document

Taxonomy Schema

Taxonomy Calculation Linkbase

Taxonomy Definition Linkbase

Taxonomy Label Linkbase

Taxonomy Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline XBRL document and contained in Exhibit 101)

Filed herewith.

Indicates a management

contract or any compensatory plan, contract or arrangement

to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report

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

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

Certification of the Chief Executive Officer pursuant

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

Certification of the Chief Financial Officer pursuant

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

Certification of the Chief Executive Officer and

Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002

My Size, Inc.

Executive Officer Clawback Policy

Inline XBRL Instance Document

Inline XBRL Taxonomy Schema

Inline XBRL Taxonomy Calculation Linkbase

Inline XBRL Taxonomy Definition Linkbase

Inline XBRL Taxonomy Label Linkbase

Inline XBRL Taxonomy Presentation Linkbase

Cover Page Interactive Data File (formatted

as Inline XBRL document and contained in Exhibit 101)

a management contract or any compensatory plan, contract or arrangement

to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report

on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 1 day of April, 2024.

Chief Executive Officer

(Principle Executive Officer)

Chief Financial Officer

(Principal Financial and Accounting Officer)

Financial Officer

Financial and Accounting Officer)

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

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

Chief Executive Officer

(Principle Executive Officer)

Chief Financial Officer

(Principal Financial and Accounting Officer)

Oren Elmaliah

Executive Officer and Director

April 1, 2024

Executive Officer)

Financial Officer

April 1, 2024

Financial and Accounting Officer)

Oren Elmaliah

Oron Branitzky

April 1, 2024

Oron Branitzky

Guy Zimmerman

April 1, 2024

Guy Zimmerman

April 1, 2024

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

What changed 10-K

Item 9A. Controls and Procedures