What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-14 compared with 2024-08-12 · 254 added, 227 removed, 371 unchanged (56% of the section changed)

1 unchanged sentence

and Subsidiaries

of June 30, 2024

of September 30, 2024

Dollars in Thousands

AND ITS SUBSIDIARIES

Consolidated Interim Financial Statements as of June 30, 2024 (Unaudited)

Consolidated Interim Balance Sheets (Unaudited)

Consolidated Interim Statements of Comprehensive Loss (Unaudited)

Consolidated Interim Statements of Changes in Stockholders’ Equity (Unaudited)

Consolidated Interim Statements of Cash flows (Unaudited)

to Condensed Consolidated Interim Financial Statements (Unaudited)

Consolidated Interim Financial Statements as of September 30, 2024 (Unaudited)

Condensed Consolidated Interim Balance Sheets (Unaudited)

Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited)

Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity (Unaudited)

Condensed Consolidated Interim Statements of Cash flows (Unaudited)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

AND ITS SUBSIDIARIES

1 unchanged sentence

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

September 30,

Current Assets:

27 unchanged sentences

Stock Capital -

Common stock of $ 0.001 par value - Authorized:

Common stock of $ 0.001 par

value - Authorized:

250,000,000 shares;

Issued and outstanding:

883,131 (*) and 452,724 (*) as of June 30, 2024 and December 31, 2023, respectively

1,169,131 ( * )

and 452,724 ( * )

as of September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

3 unchanged sentences

Total liabilities and stockholders’ equity

to give retroactive effect of 1:8 Reverse stock split, see note 8 (d)

to give retroactive effect of 1:8 reverse stock split effected in April 2024, see note 8 (d)

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

2 unchanged sentences

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

Six-Months Ended

Nine-Months Ended

September 30,

Three-Months Ended

September 30,

Cost of revenues ( * )

3 unchanged sentences

General and administrative

Impairment of goodwill

Total operating expenses

9 unchanged sentences

Basic and diluted weighted average number of shares outstanding **

the six months ended June 30, 2023, the Company recorded an inventory write-down of $ 643 due to the fire that occurred in its warehouse).

to give retroactive effect of 1:8 reverse stock split , see note 8 (d).

the nine months ended September 30, 2023, the Company recorded an inventory write-down of $ 643 due to the fire that occurred in its

to give retroactive effect of 1:8 reverse stock split effected in April 2024 , see note 8 (d).

March 2024, the Company closed a joint venture (the “JV”) in Brazil with Santista Têxtil.

7 unchanged sentences

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

Issuance of shares post Business Combination

Issuance of shares for sellers post Business Combination

Effect of reverse stock split

2 unchanged sentences

Total comprehensive loss

Balance as of June 30, 2024

Balance as of September 30, 2024

an amount less than $1.

to give retroactive effect of 1:8 reverse stock split , see note 8 (d).

Accumulated other comprehensive

Total stockholders’

Adjusted to give retroactive effect of 1:8 reverse stock split effected in April 2024 , see note 8 (d).

shares relates to the August 2023 inducement letter deal - see note 13 (d) to the Company’s Annual Report on Form 10-K for the

year ended December 31, 2023.

comprehensive

stockholders’

Balance as of January 1, 2023

3 unchanged sentences

Total comprehensive loss

Balance as of June 30, 2023

Balance as of September 30, 2023

an amount less than $1

to give retroactive effect of 1:8 reverse stock split , see note 8 (d).

Adjusted to give retroactive effect of 1:8 reverse stock split effected in April 2024 , see note 8 (d).

Accumulated other comprehensive

Total stockholders’

Balance as of April 1, 2024

Balance as of July 1, 2024

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

Effect of reverse stock split

Issuance of shares, net of issuance cost of $ 442

Exercise of warrants and prefunded warrants

Exercise of shares in abeyance

Total comprehensive loss

Balance as of June 30, 2024

Balance as of September 30, 2024

an amount less than $1

to give retroactive effect of 1:8 reverse stock split , see note 8 (d).

See note 8 (f).

Accumulated other comprehensive

Total stockholders’

Balance as of April 1, 2023

comprehensive

stockholders’

Balance as of July 1, 2023

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

Total comprehensive loss

Balance as of June 30, 2023

an amount less than $1

to give retroactive effect of 1:8 reverse stock split , see note 8 (d).

Accumulated other comprehensive

Total stockholders’

Balance as of December 31, 2022

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

Issuance of shares, net of issuance cost of $ 518

of shares, net of issuance cost

Exercise of shares in abeyance

Exercise of prefunded warrants

Total comprehensive loss

Balance as of December 31, 2023

Balance as of September 30, 2023

an amount less than $1

to give retroactive effect of 1:8 reverse stock split , see note 8 (d).

Adjusted to give retroactive effect of 1:8 reverse stock split effected in April 2024 , see note 8 (d).

AND ITS SUBSIDIARIES

1 unchanged sentence

dollars in thousands

Six-Months Ended

Nine-Months Ended

September 30,

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Loss on disposition of property and equipment

Change in operating lease right-of-use asset

7 unchanged sentences

Change in inventory

Impairment of goodwill

Change in deferred tax liabilities

8 unchanged sentences

Proceeds from short-term deposits

Net cash used in investing activities

Net cash provided by investing activities

Cash flows from financing activities:

4 unchanged sentences

Effect of exchange rate fluctuations on cash and cash equivalents

Increase (decrease) in cash,

cash equivalents and restricted cash (*)

Increase in cash, cash equivalents and restricted cash (*)

Cash, cash equivalents and restricted cash at the beginning of the period

2 unchanged sentences

Change in operating lease right-of-use asset and liability

relates to change in cash and cash equivalents and, $( 3 ) to change in restricted cash for the six months ended June 30,

relates to change in cash and cash equivalents and, $( 77 ) to change in restricted cash for the nine months ended September 30, 2024.

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

2 unchanged sentences

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

(the “Company”) is developing unique measurement technologies based

on algorithms with applications in a variety of areas, including the apparel e-commerce market, the courier services market and the Do It Yourself (“DIY”) smartphone and

tablet apps market.

The technology is driven by proprietary algorithms, which are able to

calculate and record measurements in a variety of novel ways.

(the “Company”) is developing unique measurement technologies based on algorithms with applications in a variety

of areas, including the apparel e-commerce market, the courier services market and the Do It Yourself (“DIY”) smartphone

and tablet apps market.

The technology is driven by proprietary algorithms, which are able to calculate and record measurements in

a variety of novel ways.

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

16 unchanged sentences

and development in the field of cardiology and urology.

On July 25, 2016, the Company’s common stock

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

July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.

September 1, 2005 to March 27, 2024, the Company’s common stock was traded on the Tel Aviv Stock Exchange.

inception, the Company has incurred significant losses and negative cash flows from operations

and had an accumulated deficit of $ 61,861 .

The Company has financed its operations mainly

through fundraising from various investors.

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

foreseeable future.

Based on the projected cash flows and cash balances as of June 30, 2024, management is of the opinion that its

existing cash will not be sufficient to fund operations for a period of more than 12 months.

As a result, there is substantial doubt

about the Company’s ability to continue as a going concern.

plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale

inception, the Company has incurred significant losses and negative cash flows from operations and had an accumulated deficit of

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

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

the foreseeable future.

Based on the projected cash flows and cash balances as of September 30, 2024, management is of the opinion

that its existing cash will not be sufficient to fund operations for a period of more than 12 months.

As a result, there is substantial

doubt about the Company’s ability to continue as a going concern.

plans include the continued commercialization of the Company’s products, reduction in its operating expenses and net losses and securing sufficient financing through the sale

of additional equity securities, debt or capital inflows from strategic partnerships.

3 unchanged sentences

and securing sufficient financing, it may need to cease operations.

financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should the

Company fail to operate as a going concern.

financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should

the Company fail to operate as a going concern.

October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on

8 unchanged sentences

In addition, since the commencement of these events, there have been continued

hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and southern border (with

the Houthi movement in Yemen).

It is possible that hostilities with Hezbollah in Lebanon will escalate, and that other terrorist

organizations, including Palestinian military organizations in the West Bank as well as other hostile countries will join the hostilities.

In addition, Iran recently launched a direct attack on Israel involving hundreds of drones and missiles and has threatened to continue

hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and on other fronts from various extremist groups in region, such as the Houthi movement in Yemen and various rebel militia

groups in Syria and Iraq.

Israel has carried out a number of targeted strikes on sites belonging to these terror organizations and in

October 2024, Israel began limited ground operations against Hezbollah in Lebanon.

In addition, Iran recently launched direct attacks on Israel involving hundreds of drones and missiles and has threatened to continue

to attack Israel and is widely believed to be developing nuclear weapons.

3 unchanged sentences

Such clashes may escalate in the future into a greater regional conflict.

war with Hamas has had an immaterial effect on its operations and financial results so far.

This is attributable to its global footprint and the offices in Spain, which has become a

hub for the Company’s sizing solutions business.

The majority of Orgad’s inventory

utilizes fulfillment by Amazon rather than fulfilling directly.

Inventory is now maintained

and orders are shipped from regional Amazon warehouses, thereby reducing exposure to inventory

risk and contributing to operating efficiencies.

security situation in Israel has had an immaterial effect on its operations and financial results so far.

This is attributable to

its global footprint and the offices in Spain, which has become a hub for the Company’s sizing solutions business.

majority of Orgad’s inventory utilizes fulfillment by Amazon rather than fulfilling directly.

Inventory is now maintained in

and orders are shipped from regional Amazon warehouses, thereby reducing exposure to inventory risk and contributing to operating

efficiencies.

February 24, 2022, Russia invaded Ukraine.

8 unchanged sentences

and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions.

Company shut down its operation in Russia and expected to close down its subsidiary, My Size LLC, but due to technical reasons it

Company shut down its operation in Russia and is expected to close down its subsidiary, My Size LLC, but due to technical reasons it

is expected to occur in the near future;

5 unchanged sentences

condensed consolidated financial statements:

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

with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information

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

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

In management’s

opinion, the interim financial data presented includes all adjustments necessary for a fair presentation.

All intercompany accounts

and transactions have been eliminated.

Operating results for the six months ended June 30, 2024 are not necessarily indicative of

the results that may be expected for any future period or for the year ending December 31, 2024.

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

accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial

information and in accordance with the rules and regulations of the United States Securities and Exchange Commission

The unaudited condensed consolidated financial statements are comprised of the financial statements of the

In management’s opinion, the interim financial data presented includes all adjustments necessary for a fair

presentation.

All intercompany accounts and transactions have been eliminated.

Operating results for the three months and nine

months ended September 30, 2024, and 2023 and cash flows for the nine months ended September 30, 2024, and 2023 are not necessarily indicative of the results that may be expected for any future period or for the

year ending December 31, 2024.

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

8 unchanged sentences

with it carrying value.

the first and second quarters of 2024, there was no more likely than not indication of impairment;

therefore, no further impairment

testing was required.

impairment charge of $ 631

was recorded as the carrying value of SaaS Solution reporting segment exceeded its expected fair value, as determined using a

discounted cash flow model which is primarily based on management’s future revenue and cost estimates.

This impairment charge

was recorded within Impairment of goodwill, within the Consolidated Statement of Operations, and within the SaaS Solution segment

for three months ended September 30, 2024.

See note 6- Goodwill.

adopted accounting pronouncements:

8 unchanged sentences

financial statements.

August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging

– Contracts in Entity’s Own Equity (Subtopic 815-40).

This ASU reduces the number of accounting models for convertible debt

instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity’s

own equity to reduce form-over-substance-based accounting conclusions.

In addition, this ASU improves and amends the related earnings

per share guidance.

August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40).

This ASU reduces the number of accounting models for convertible

debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an

entity’s own equity to reduce form-over-substance-based accounting conclusions.

In addition, this ASU improves and amends the

related earnings per share guidance.

This standard became effective for the Company beginning on January 1, 2024.

Adoption is either a modified retrospective

method or a fully retrospective method of transition.

The Company adopted this guidance effective January 1, 2024, and the adoption

of this standard did not have a material impact on its consolidated financial statements.

Adoption is either

a modified retrospective method or a fully retrospective method of transition.

The Company adopted this guidance effective January

1, 2024, and the adoption of this standard did not have a material impact on its consolidated financial statements.

Recently issued accounting standards not yet adopted:

In November 2024, the FASB issued ASU No.

2024-03 Income Statement—Reporting

Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

The ASU improves the disclosures about a public business

entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions.

amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory,

employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of sales, SG&A and research

and development).

The ASU is effective for fiscal years beginning after December

15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently

evaluating this ASU to determine its impact on the Company’s disclosures.

3 – Financial Instruments

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

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

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

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

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

3 unchanged sentences

effect of the sales restrictions and is therefore, ranked as Level 2 assets.

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

June 30, 2024

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

September 30, 2024

Fair value hierarchy

9 unchanged sentences

Investment in marketable securities (*)

the six and three-month periods ended June 30, 2024 and 2023, the Company recognized gain (loss) (based on quoted market prices with

a discount due to security restrictions on iMine shares) of the marketable securities was $ 4 ,

respectively.

the nine and three-month periods ended September 30, 2024 and 2023, the Company recognized gain (loss) (based on quoted market prices

with a discount due to security restrictions on iMine shares) of the marketable securities was $ 1 , $( 21 ), $( 3 ) and $( 7 ), respectively.

4 - Stock Based Compensation

2 unchanged sentences

of Stock Based Compensation Expenses

Six months ended

Nine months ended

September 30,

Three months ended

September 30,

Stock-based compensation expense – Cost of revenues

25 unchanged sentences

of the Company at an exercise price of $ 3.832 per share.

The option vesting period is over three years in three equal portions from

the vesting commencement date.

The option vesting period is over three years in three equal portions from the

vesting commencement date.

compensation cost resulting from the grant is approximately $ 314 and is expected to be recognized over a period of 3 years.

fair value of each option award is estimated on the date of grant using the Binomial option-pricing model that used the weighted average

8 unchanged sentences

Contractual term

the six and three-month periods ended June 30, 2024, the Company granted options, restricted stock and RSUs to purchase 91,875

During the nine and three-month periods

ended September 30, 2024, the Company granted options, restricted stock and RSUs to purchase 91,875

shares of common stock under the 2017 Employee Plan (as described above), respectively.

No options were exercised and 4,000

options expired.

total stock option compensation expense for employees during the six and three-month periods ended June 30, 2024 and 2023 was $ 146 , $ 79 , $ 162 and $ 44 , respectively.

total stock option compensation expense relating to the Orgad acquisition during the six and three-month periods ended June 30, 2024 and

2023 was $ 3 ,

options were exercised and 6,657 options expired.

total stock option compensation expense for employees during the nine and three-month periods ended September 30, 2024 and 2023 was

respectively.

total stock option compensation expense relating to the Orgad acquisition during the nine and three-month periods ended September 30,

2024 and 2023 was $ 3 , $ 0 , $ 76 and $ 16 , respectively.

issued to consultants:

July 2023, the Company entered into a six month agreement (the “Consultant Agreement”) with a consultant (the

“Consultant”) to provide services to the Company, including assisting the Company to promote, market and sell the

Company’s technology to potential customers and make strategic introductions and inquiries with interested parties in the

financial community.

Pursuant to the Consultant Agreement and in partial consideration for such consulting services, the Company

issued to the Consultant (i)

5,000 shares of restricted common stock of the Company, (ii) a warrant to purchase 12,500 shares of common stock at an exercise

price of $4.00 per share and exercisable for a term of 36 months from the date of issuance, and (iii) a warrant to purchase 12,500

shares of common stock at an exercise price of $6.00 per share and exercisable for a term of 36 months from the date of

July 2023, the Company entered into a six month agreement (the “Consultant Agreement”) with a consultant (the “Consultant”)

to provide services to the Company, including assisting the Company to promote, market and sell the Company’s technology to potential

customers and make strategic introductions and inquiries with interested parties in the financial community.

Pursuant to the Consultant

Agreement and in partial consideration for such consulting services, the Company issued to the Consultant (i) 5,000 shares of restricted

common stock of the Company, (ii) a warrant to purchase 12,500 shares of common stock at an exercise price of $4.00 per share and exercisable

for a term of 36 months from the date of issuance, and (iii) a warrant to purchase 12,500 shares of common stock at an exercise price

of $6.00 per share and exercisable for a term of 36 months from the date of issuance .

issuance was approved by the Company’s board of directors in February 2024.

the six and three-month periods ended June 30, 2024, the Company recorded $ 71

respectively, as stock-based equity awards with respect to the Consultant.

expenses were recorded in the fiscal year ended December 31, 2023 with respect to the Consultant.

the nine and three-month periods ended September 30, 2024, the Company recorded $ 71 and $ 0 , respectively, as stock-based equity awards

with respect to the Consultant.

No expenses were recorded in the fiscal year ended December 31, 2023 with respect to the Consultant.

AND ITS SUBSIDIARIES

33 unchanged sentences

North Empire filed its opposing brief on December 7, 2022.

Both sides were given an

opportunity to file a reply brief.

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

January 13, 2023.

The Appellate Court has scheduled oral argument for the appeal for February 7, 2023.

Oral argument was held before

the Appellate Court on February 7, 2023.

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

affirmed the lower court’s decisions regarding both the Company and North Empire’s motions for summary judgment and sent

the case back to the Supreme Court.

On March 13, 2023, the Supreme Court referred the case to its Alternative Dispute Program and

ordered the cases to mediate.

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

did not lead to settlement.

On December 21, 2023, a conference with the Court was held and the parties were given dates for various

pre-trial filings.

The parties are exploring a resolution and the Court has adjourned the pre-trial deadlines.

On July 30, 2024, the

parties provided the Court with a status update regarding a possible resolution of the action.

As such, the Court has instructed the

parties to provide a further update on August 13, 2024.

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

The Company believes it is more likely than not that the counterclaims will be denied.

July 2024, the Company was served with a legal complaint filed by Shimon Shukron in the Magistrate’s Court in Herzliya for a monetary

award in an amount of NIS 1,895,345

On March 13, 2023, the Supreme

Court referred the case to its Alternative Dispute Program and ordered the cases to mediate.

The mediation was held on July 26, 2023

and various settlement options were explored but the mediation did not lead to settlement.

On December 21, 2023, a conference with

the Court was held and the parties were given dates for various pre-trial filings.

In October, 2024, the parties agreed on

settlement terms and are finalizing the settlement documents, including a global settlement with a third party with related claims.

The Company recognized a loss of approximately $ 40

from the settlement agreement.

After the parties sign the settlement agreement, the Company will file the stipulation to

July 2024, the Company was served with a legal complaint filed by Shimon Shukron in the Magistrate’s Court in Herzliya for a

monetary award in an amount of NIS 1,895,345

(approximately $ 510 ).

The plaintiff alleges that due to the fire that broke out at Orgad’s warehouse in January 2023, the fire spread to the plaintiff’s

business and caused heavy damage to the structure and contents, inventory of the business and loss of profits.

The Company plans to file

its statement of defense in September 2024.

At this preliminary stage, before any fact finding and pre-trial procedures (including disclosure

of documents) have been conducted and before the statement of defense has been prepared and filed, the Company cannot evaluate the chances

of the claim to succeed.

the third quarter of 2023, the Company merged its two software-as-a-service (“SaaS”) segments into one segment (see Note

7), which also resulted in a change in the Company’s composition of reporting units.

In the Company’s financial reporting

for June 30, 2024, comparative information for 2023 was restated to reflect the changes in reportable segments.

The plaintiff alleges that due to the fire that broke out at Orgad’s warehouse in January 2023, the fire spread to the

plaintiff’s business and caused heavy damage to the structure and contents, inventory of the business and loss of profits.

Company filed its statement of defense in September 2024.

At this preliminary stage, the plaintiff did not provide sufficient

documents to support his claims regarding the extent of the alleged damage.

The Company is working on its damage evaluation analysis.

As such, the Company

cannot evaluate the chances of the claim to succeed.

As of September 30, 202 4,

the Company has experienced a triggering event in the reporting period due to sustained decreases in the Company’s share

price and a decline in actual and forecasted operating results, prompting impairment assessments of goodwill and long-lived assets including definite-lived intangibles.

The table below indicates changes in the most significant inputs to the Company’s impairment analysis on each testing date since

its last annual test for the SaaS based innovative artificial intelligence driven measurement

solutions segment.

Schedule of Impairment Analysis

Discount rate

Testing dates

December 31, 2023

September 30, 2024

In September 2024, the Company

updated the forecasted future cash flows used in the impairment assessment, including revenues, margin, and capital expenditures to

reflect current conditions.

Other changes in valuation assumptions included selection of lower revenue growth rates based upon an

assessment of current market conditions.

As a result of this review, the Company did not identify an impairment to its

definite-lived intangible assets or other long-lived assets, but the Company recorded a $ 631

non-deductible goodwill impairment charge for the quarter ended September 30, 2024 (level 3 fair value measurement).

impairment charge was recorded within Impairment of goodwill, within the Consolidated Statement of Operations, and within the SaaS based

innovative artificial intelligence driven measurement solutions segment for the nine months ended September 30, 2024.

The table below indicates changes in the most significant inputs to the Company’s impairment analysis on each

testing date since its last annual test for Fashion and equipment e-commerce platform segment.

Schedule of Impairment Analysis

Discount rate

Testing dates

December 31, 2023

September 30, 2024

7.5 %- 36.5 %

In September 2024, the Company

updated the forecasted future cash flows used in the impairment assessment, including revenues, margin, and capital expenditures to

reflect current conditions.

Other changes in valuation assumptions included selection of lower revenue growth rates based upon an

assessment of current market conditions.

As a result of this review, the Company did not identify an impairment to its

definite-lived intangible assets or other long-lived assets or for its goodwill for the quarter ended September 30, 2024 (level 3

fair value measurement).

the restructuring, the aggregate carrying amounts of goodwill allocated to each reporting unit are as follows:

13 unchanged sentences

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

consists of My Size Inc., My Size Israel, My Size LLC and Naiz Fit.

the Company’s financial reporting for six and three-month periods ended June 30, 2024, comparative information for 2023 was

restated to reflect the changes in reportable segments.

consists of My Size Inc., My Size Israel, My Size LLC and Naiz.

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

of Reportable Operating Segments

As of the six months ended June 30, 2024

As of the nine months ended September 30, 2024

Revenues from external customers

1 unchanged sentence

Fashion and equipment e-commerce platform

As of June 30, 2024:

As of the six months ended June 30, 2023

Saas Solution

As of September 30, 2024:

As of the nine months ended September 30, 2023

Revenues from external customers

4 unchanged sentences

7 – Operating Segments (Cont.)

As of the three months ended June 30, 2024

As of the three months ended September 30, 2024

Revenues from external customers

Operating loss

As of the three months ended June 30, 2023

As of the three months ended September 30, 2023

Revenues from external customers

4 unchanged sentences

Fashion and equipment e-commerce platform

SaaS Solutions

As of December 31, 2023:

3 unchanged sentences

8 – Significant events during the reporting period

to note 16 to the Company’s 10-K for the year ended December 31, 2023, which was filed with the SEC on April 1, 2024, the

Company agreed to pay to the former owners of Orgad on the two-year and the three-year anniversary anniversaries of the closing of

the transaction pursuant to which the Company acquired 100 %

to note 16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on

April 1, 2024, the Company agreed to pay to the former owners of Orgad on the two-year and the three-year anniversary of the closing

of the transaction pursuant to which the Company acquired 100 %

of the shares and voting interests in Orgad, $ 350

6 unchanged sentences

a result the Company reduced its “Right of use asset” against current liabilities as “Operating lease liability”

and in the non-current liabilities as “Operating lease liability – long term” on the Company’s June 30, 2024

and in the non-current liabilities as “Operating lease liability – long term” on the Company’s September 30, 2024

consolidated balance sheets in an amount of $ 181 .

2 unchanged sentences

6 % of the principal and payable in installments during six month term.

April 19, 2024, the Company effected a one-for-eight reverse stock split of its common stock (the “Reverse

Stock Split”) with the Company’s shares beginning trading on a post-split basis on the Nasdaq Capital Market on April 23,

Upon the Reverse Stock Split, every eight shares of the Company’s issued and outstanding common stock was

The Company repaid the loan in full by August 2024.

April 19, 2024, the Company effected a one-for-eight reverse stock split of its common stock (the “Reverse Stock Split”)

with the Company’s shares beginning trading on a post-split basis on the Nasdaq Capital Market on April 23, 2024.

effectiveness of the Reverse Stock Split, every eight shares of the Company’s issued and outstanding common stock was

automatically converted into one share of common stock, without any change in the par value per share.

In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise

of all outstanding options and warrants entitling the holders to purchase common stock.

Any fraction of a share of common stock that

would otherwise have resulted from the Reverse Stock Split was rounded up to the next whole number.

In addition, a proportionate

adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options

and warrants entitling the holders to purchase common stock.

Any fraction of a share of common stock that would otherwise have

resulted from the Reverse Stock Split was rounded up to the next whole number.

November 3, 2023, the Company was notified, by the Nasdaq Listing Qualifications that the Company is not in compliance with the minimum

8 unchanged sentences

bid price deficiency matter now closed .

May 16, 2024, the Company entered into an inducement offer letter agreement (the “Inducement

Letter”) with a certain holder (the “Holder”) of certain of the Company’s

existing warrants to purchase up to (i) 326,514 shares of the Company’s common stock

issued on August 28, 2023 with a twenty-eight month term at an exercise price of $ 16.72 per

share and (ii) 344,475 shares of the Company’s common stock issued on August 28, 2023

with a five and one-half year term at an exercise price of $ 16.72 per share, ((i) and (ii)

collectively, the “Existing Warrants).

May 16, 2024, the Company entered into an inducement offer letter agreement (the “Inducement Letter”) with a certain

holder (the “Holder”) of certain of the Company’s existing warrants to purchase up to (i) 326,514 shares of the

Company’s common stock issued on August 28, 2023 with a twenty-eight month term at an exercise price of $ 16.72 per share and

(ii) 344,475 shares of the Company’s common stock issued on August 28, 2023 with a five and one-half year term at an exercise

price of $ 16.72 per share, ((i) and (ii) collectively, the “Existing Warrants).

to the Inducement Letter, the Holder agreed to exercise for cash its Existing Warrants to purchase an aggregate of 670,989 shares

of the Company’s common stock at a reduced exercise price of $ 4.86 per

share in consideration of the Company’s agreement to issue new common stock purchase warrants (the “New Warrants”)

to purchase up to an aggregate of 1,341,978 shares

of the Company’s common stock, at an exercise price of $ 4.61 per

The Company received aggregate gross proceeds of approximately $ 3.26 million

from the exercise of the Existing Warrants by the Holder, before deducting placement agent fees and other offering expenses payable

by the Company.

As of June 30, 2024, the Company issued to the Holder 166,989 of

the shares exercised with the remaining 504,000 share

held in abeyance.

of the Company’s common stock at a reduced exercise price of $ 4.86 per share in consideration of the Company’s agreement

to issue new common stock purchase warrants (the “New Warrants”) to purchase up to an aggregate of 1,341,978 shares of

the Company’s common stock, at an exercise price of $ 4.61 per share.

The Company received aggregate gross proceeds of approximately

$ 3.26 million from the exercise of the Existing Warrants by the Holder, before deducting placement agent fees and other offering

expenses payable by the Company.

As of September 30, 2024, the Company issued to the Holder 452,989 of the shares exercised with the remaining

218,000 share held in abeyance.

Company engaged H.C.

Wainwright & Co., LLC (the “Placement Agent”) to act as its exclusive placement agent in

connection with the transactions contemplated by the Inducement Letter and paid the Placement Agent a cash fee equal to 7.0 %

of the aggregate gross proceeds received from the Holder’s exercise of the Existing Warrants, as well as a management fee

equal to 1.0 %

of the gross proceeds from the exercise of the Existing Warrants.

Upon exercise for cash of any New Warrants, the Company has agreed

in certain circumstances to pay the Placement Agent a cash fee of 7.0 %

of the aggregate gross exercise price paid in cash with respect the exercise of the New Warrants, and a management fee of 1.0 %

of the aggregate gross exercise price paid in cash with respect to the New Warrants.

The Company also issued to the Placement Agent

or its designees warrants (the “Placement Agent Warrants”) to purchase up to 46,969 shares

of common stock (representing 7.0 %

of the Existing Warrants being exercised), which have the same terms as the New Warrants except the Placement Agent Warrants have an

exercise price equal to $ 6.075 per

share ( 125 %

of the reduced exercise price of the Existing Warrants).

Similar to the New Warrants, the Placement Agent Warrants were immediately

exercisable from the date of issuance until the five and one-half year anniversary of such date.

In addition, the Company paid the

Placement Agent up to $ 85 for

non-accountable expenses and other out-of-pocket expenses and $ 16 for

clearing fees.

Wainwright & Co., LLC (the “Placement Agent”) to act as its exclusive placement agent in connection

with the transactions contemplated by the Inducement Letter and paid the Placement Agent a cash fee equal to 7.0 % of the aggregate

gross proceeds received from the Holder’s exercise of the Existing Warrants, as well as a management fee equal to 1.0 % of the

gross proceeds from the exercise of the Existing Warrants.

Upon exercise for cash of any New Warrants, the Company has agreed in

certain circumstances to pay the Placement Agent a cash fee of 7.0 % of the aggregate gross exercise price paid in cash with respect

the exercise of the New Warrants, and a management fee of 1.0 % of the aggregate gross exercise price paid in cash with respect to

the New Warrants.

The Company also issued to the Placement Agent or its designees warrants (the “Placement Agent Warrants”)

to purchase up to 46,969 shares of common stock (representing 7.0 % of the Existing Warrants being exercised), which have the same

terms as the New Warrants except the Placement Agent Warrants have an exercise price equal to $ 6.075 per share ( 125 % of the reduced

exercise price of the Existing Warrants).

Similar to the New Warrants, the Placement Agent Warrants were immediately exercisable

from the date of issuance until the five and one-half year anniversary of such date.

In addition, the Company paid the Placement

Agent up to $ 85 for non-accountable expenses and other out-of-pocket expenses and $ 16 for clearing fees.

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

What changed 10-Q

Item 1. Financial Statements