What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-14 · 482 added, 324 removed, 355 unchanged (69% of the section changed)

1 unchanged sentence

and Subsidiaries

of June 30, 2025

of September 30, 2025

Dollars in Thousands

AND ITS SUBSIDIARIES

Consolidated Interim Financial Statements as of June 30, 2025 (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)

Consolidated Interim Financial Statements as of September 30, 2025 (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)

AND ITS SUBSIDIARIES

4 unchanged sentences

Account receivables

Other receivables and prepaid expenses

Other receivables and

prepaid expenses

Total current assets

4 unchanged sentences

Investment in marketable securities

Other non-current asset

Total non-current assets

Liabilities and stockholders’ equity

Liabilities and stockholders’

Current liabilities:

11 unchanged sentences

Commitments and contingencies

Total liabilities

Stockholders’ equity:

2 unchanged sentences

250,000,000 shares;

Issued and outstanding:

3,103,076 and 2,040,159 as of June 30, 2025 and December 31, 2024, respectively

and outstanding:

3,848,979 and 2,040,159 as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

1 unchanged sentence

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

stockholders’ equity

liabilities and stockholders’ equity

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

2 unchanged sentences

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

Six-Months Ended

Three-Months Ended

September 30,

Cost of revenues

9 unchanged sentences

Taxes on income

Other comprehensive income (loss):

Foreign currency translation differences

Total comprehensive loss

Other comprehensive income

Foreign currency translation

comprehensive loss

Basic and diluted loss per share

Basic and diluted weighted average number of shares outstanding

Basic and diluted weighted average number

of shares outstanding

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

5 unchanged sentences

Balance as of January 1, 2025

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

Issuance of shares pursuant to At The Market Offering Agreement for - net of $ 215

Stock-based compensation related to options

granted to employees and consultants

Issuance of shares pursuant to At The Market

Offering Agreement for - net of $ 252

issuance cost **

Issuance of shares pursuant to At The Market Offering Agreement for - net

Issuance of shares pursuant to At The Market

Offering Agreement for - net

Investment in Shoe Size Me ***

Total comprehensive loss

Balance as of June 30, 2025

Balance as of September 30, 2025

an amount less than $1.

2 unchanged sentences

Balance as of January 1, 2024

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

Stock-based compensation related to options

granted to employees and consultants

Issuance of shares post Business Combination

4 unchanged sentences

Total comprehensive loss

Balance as of June 30, 2024

Balance as of September 30, 2024

an amount less than $1.

1 unchanged sentence

stockholders’

Balance as of April 1, 2025

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

Issuance of shares pursuant to At The Market Offering Agreement for - net of $ 210

Balance as of July 1, 2025

Stock-based compensation related to options

granted to employees and consultants

Issuance of shares pursuant to At The Market

Offering Agreement for - net of $ 37

issuance cost **

Issuance of shares pursuant to At The Market

Offering Agreement for - net

Investment Shoe Size Me

Total comprehensive loss

Balance as of June 30, 2025

Balance as of September 30, 2025

an amount less than $1.

other comprehensive

stockholders’

as of April 1, 2024

compensation related to options granted to employees and consultants

of reverse stock split

of shares, net of issuance cost of $ 442

of shares, net of issuance cost

of warrants and prefunded warrants

comprehensive loss

as of June 30, 2024

Total stockholders’

Balance as of July 1, 2024

Stock-based compensation related to options

granted to employees and consultants

Exercise of shares in abeyance

Total comprehensive loss

Balance as of September 30, 2024

an amount less than $1.

2 unchanged sentences

dollars in thousands

Ended June 30,

Cash flows from operating activities:

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

Change in operating lease right-of-use asset

Amortization of intangible assets

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

Amortization of intangible

Impairment of goodwill

Change in liabilities to related parties

Change in liabilities to

related parties

Interest on long-term liabilities

Interest paid

Revaluation of investment in marketable securities

Revaluation of investment

in marketable securities

Stock based compensation

1 unchanged sentence

Change in account receivable

Changes in operating lease liabilities

Change in other receivables and prepaid expenses

Changes in operating lease

Change in other receivables

and prepaid expenses

Change in other non-current asset

Change in trade payables

Changes in seller payables

Change in other payables

Change in Other Current Liabilities

Net cash used in operating activities

Cash flows from investing activities:

in Seller payable

cash used in operating activities

Cash flows from

investing activities:

Purchase of Percentil

Proceeds from investment in JV

Purchase of Property, Equipment & Intangibles

Proceeds from short-term deposits

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from issuance of shares, net of issuance costs

Purchase of ShoeSizeMe

Proceeds from investment

Purchase of Property, Equipment

& Intangibles

from short-term deposits

cash (used) provided by investing activities

Cash flows from

financing activities:

Proceeds from issuance

of shares, net of issuance costs

Loans received

Repayment of loans

Net cash provided by financing activities

Effect of exchange rate fluctuations on cash and cash equivalents

Increase (decrease) in cash,

cash equivalents and restricted cash

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

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

cash provided by financing activities

Effect of exchange rate fluctuations on cash

and cash equivalents

Increase (decrease) in cash, cash equivalents

and restricted cash

Cash, cash equivalents

and restricted cash at the beginning of the period

cash equivalents and restricted cash at the end of the period

Noncash activities:

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

Purchase of ShoeSizeMe - see note 6

Change in operating lease right-of-use asset

and liability

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

7 unchanged sentences

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

and customer base.

Following the acquisition of Orgad International Marketing Ltd.

(“Orgad”) in February 2022, the Company

also operates an omnichannel e-commerce platform.

the formation of a new subsidiary, New Percentil S.L., and acquisition of a new business unit in May 2025 (see note 6), the Company

also operates a resale platform that enables consumers to buy and sell primarily secondhand apparel.

Company has seven subsidiaries, My Size Israel 2014 Ltd.

(“My Size Israel”), Topspin Medical (Israel) Ltd., Orgad and Rotrade

Ltd., all of which are incorporated in Israel, My Size LLC, which is incorporated in the Russian Federation, and two limited liability companies incorporated under the laws of Spain namely Naiz and Percentil.

References to the Company include the subsidiaries unless the context indicates

the acquisitions of Naiz Fit Bespoke Technologies, S.L (“Naiz”) in October 2022 and ShoeSize.Me AG (“ShoeSizeMe”)

in September 2025 (refer to note 6), the Company expanded its offering outreach and customer base.

Following the acquisition

of Orgad International Marketing Ltd.

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

the formation of a new subsidiary, New Percentil S.L.

(“New Percentil”), and acquisition of a new business unit in May 2025 (see note 6), the

Company also operates a resale platform that enables consumers to buy and sell primarily secondhand apparel.

Company has nine subsidiaries.

My Size Israel 2014 Ltd.

(“My Size Israel”), Topspin Medical (Israel) Ltd., Orgad

and Rotrade Ltd., are all incorporated in Israel, My Size LLC, is incorporated in the Russian Federation, there are two limited

liability companies incorporated under the laws of Spain namely Naiz Fit and New Percentil, and ShoeSizeMe, which is incorporated

in Switzerland.

On July 21, 2025, the Company established Ten Peacks Ltd.

(“Ten Peacks”), which is incorporated in Israel

and is a wholly-owned subsidiary of My Size Israel, that focuses on marketing and distribution of global apparel and shoes brands

References to the Company include the subsidiaries unless the context indicates otherwise.

Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc.

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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.

May 9, 2025, a newly-formed, wholly-owned subsidiary of the Company, New Percentil, S.L., a limited liability company incorporated

under the laws of Spain (“New Percentil”), entered into a production unit transfer agreement with Casi Nuevo Kids, S.L.,

a limited liability company incorporated under the laws of Spain (“Casi Nuevo”), pursuant to which New Percentil acquired

(the “Acquisition”) a production unit of Casi Nuevo with a trade name of Percentil that was judicially awarded to the

Company in April 2025 within the framework of insolvency proceedings of Casi Nuevo filed with Commercial Court No.

May 9, 2025, a newly-formed, wholly-owned subsidiary of the Company, New Percentil entered into a production unit transfer agreement

with Casi Nuevo Kids, S.L., a limited liability company incorporated under the laws of Spain (“Casi Nuevo”), pursuant to

which New Percentil acquired (the “Acquisition”) a production unit of Casi Nuevo with a trade name of Percentil that was

judicially awarded to the Company in April 2025 within the framework of insolvency proceedings of Casi Nuevo filed with Commercial

13 of Madrid (Spain).

The Acquisition was completed on May 9, 2025.

The Company paid a total transaction value of € 610 (approximately

$ 679 ), consisting of a € 40 (approximately $ 45 ) cash payment and the assumption of certain customer and labor liabilities and debt

and social security payments in the aggregate amount of approximately € 570 (approximately $ 634 ).

The Acquisition was financed through

existing cash reserves and does not involve the issuance of additional shares or debt.

Company paid a total transaction value of € 610 (approximately $ 679 ), consisting of a € 40 (approximately $ 45 ) cash payment

and the assumption of certain customer and labor liabilities and debt and social security payments in the aggregate amount of approximately

€ 570 (approximately $ 634 ).

The Acquisition was financed through existing cash reserves and does not involve the issuance of

additional shares or debt.

September 8, 2025, the Company entered into a Share Sale and Purchase Agreement (the “Purchase Agreement”) with certain shareholders

of ShoeSizeMe (the “Sellers”), who were the holders of 100 %

of the share capital of ShoeSizeMe, pursuant to which the Sellers sold to the Company all of the issued and outstanding shares of ShoeSizeMe.

The acquisition of ShoeSizeMe closed on the same day.

In consideration for the purchase of the shares

of ShoeSizeMe and in accordance with the Purchase Agreement, the Company (i) paid a cash payment of $ 150

and (ii) issued 241,093

shares of the Company’s common stock.

The fair value

of the shares for the purchase price allocation was determined using the closing price on September 8, 2025 at $ 338 .

In addition, pursuant to the Purchase Agreement, the Company issued to a key employee of ShoeSizeMe a warrant to purchase up to 28,000

shares of the Company’s common stock.

connection with the acquisition of ShoeSizeMe, certain major shareholders of ShoeSizeMe entered into (i) a voting agreement with the

Company and (ii) customary six-month lock up agreements with the Company.

AND ITS SUBSIDIARIES

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

1 - General (Cont.)

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

and has an accumulated deficit of $ 66,721 .

The Company has financed its operations mainly

through fundraising from various investors.

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

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The Company has sold additional securities for $ 2,846 see note 9.

Additional funds may not be available when the Company

needs them, on terms that are acceptable to it, or at all.

If the Company is unsuccessful in commercializing its products and securing

sufficient financing, it may need to cease operations.

Additional funds may not be available when the

Company needs them, on terms that are acceptable to it, or at all.

If the Company is unsuccessful in commercializing its products

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.

In October 2023, Israel was attacked by a terrorist organization and entered

a state of war on several fronts.

In June 2025, following continued nuclear threats and intelligence assessments indicating imminent attacks,

Israel launched a preemptive strike targeting military and nuclear infrastructure inside Iran, aiming to disrupt Iran’s ability

to coordinate or escalate hostilities and degrade its nuclear capabilities.

Iran responded with multiple waves of drones and ballistic

missiles targeting Israeli cities.

While most were intercepted, some caused civilian casualties and infrastructure damage.

military conducted further operations against Iranian assets.

After 12 days of hostilities, a ceasefire between Israel and Iran was reached

in June 2025.

However, the situation remains volatile, and the risk of broader regional escalation involving additional actors persists.

The security situation in Israel has had an immaterial effect on its operations

and financial results so far.

This is attributable to its offices in Spain which has become a hub for the Company’s sizing solutions

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.

On February 24, 2022, Russia invaded Ukraine.

The outbreak of hostilities

between the two countries could result in more widespread conflict and could have a severe adverse effect on the region.

Following Russia’s

actions, various countries, issued broad-ranging economic sanctions against Russia.

Such sanctions included, among other things, a prohibition

on doing business with certain Russian companies, officials and oligarchs;

a commitment by certain countries and the European Union to

remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications (SWIFT) electronic banking network

that connects banks globally;

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

The 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.

Therefore, the impact from

the current situation is very limited.

October 2023, Israel was attacked by the Hamas terrorist organization and entered a state

of war on several fronts.

In June 2025, following escalating threats and intelligence reports

of imminent attacks, Israel conducted preemptive strikes on military and nuclear infrastructure

Iran responded with drones and missiles attacks, some of which caused civilian casualties

and infrastructure damage.

After 12 days of hostilities, a ceasefire between Israel and Iran

was reached in June 2025.

As of October 9, 2025, Israel and Hamas entered into a ceasefire

agreement calling for a permanent end of the war.

However, there are no assurances that such

agreements will hold.

As a result, while the ceasefire marks a potential shift towards stability

in the region, the situation remains volatile, and the risk of broader regional escalation

involving additional actors persists.

As of the date of these consolidated financial statements,

conflict continues in parts of the region.

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

This is attributable to

its 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.

February 24, 2022, Russia invaded Ukraine.

The outbreak of hostilities between the two countries

could result in more widespread conflict and could have a severe adverse effect on the region.

Following Russia’s actions, various countries, issued broad-ranging economic sanctions

against Russia.

Such sanctions included, among other things, a prohibition on doing business

with certain Russian companies, officials and oligarchs;

a commitment by certain countries

and the European Union to remove selected Russian banks from the Society for Worldwide Interbank

Financial Telecommunications (SWIFT) electronic banking network that connects banks globally;

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

of the sanctions.

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.

Therefore, the impact from the current situation is very limited.

AND ITS SUBSIDIARIES

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and transactions have been eliminated.

Operating results for the six months ended June 30, 2025 not necessarily indicative of the

results that may be expected for any future period or for the year ending December 31, 2025.

Operating results for the nine months ended September 30, 2025 not necessarily indicative

of the results that may be expected for any future period or for the year ending December 31, 2025.

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

financial statements and the notes thereto for the year ended December 31, 2024.

Recently accounting standard

that have not yet been adopted.

In July 2025, the Financial Accounting Standards Board (“FASB”)

issued Accounting Standards Updates (“ASU”) 2025-05 “Financial Instruments—Credit Losses (Topic 326):

of Credit Losses for Accounts Receivable and Contract Assets”.

The ASU introduces a practical expedient for all entities when estimating

expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606.

Under the practical expedient, when developing reasonable and supportable forecast as part of estimating expected credit losses, an entity

may assume that current conditions as of the balance sheet date do not change for the remining life of the asset.

accounting standard that have not yet been adopted.

July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”)

2025-05 “Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract

The ASU introduces a practical expedient for all entities when estimating expected credit losses for current accounts

receivable and current contract assets arising from transactions accounted for under ASC 606.

Under the practical expedient, when

developing reasonable and supportable forecast as part of estimating expected credit losses, an entity may assume that current conditions

as of the balance sheet date do not change for the remining life of the asset.

The ASU is effective for annual reporting period beginning

after December 15, 2025 and interim reporting within those annual reporting periods.

Early adoption is permitted in both interim

and annual reporting periods.

The Company is evaluating the impact of ASU 2025-05 on its consolidated financial statements if it

elects to apply the practical expedient.

In September 2025, the FASB issued ASU 2025-07 “Derivatives

Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract”.

excludes from the derivative accounting certain non-exchange-traded contracts with contracts with underlyings that are based on operations

or activities specific to one of the parties to the contract.

Further, the ASU clarifies that an entity should apply the guidance in ASC

606 to a contract with share-based noncash consideration.

The guidance in other Topics (such as ASC 815 or ASC 312) does not apply to

such consideration unless and until the entity’s right to receive or retain the consideration is unconditional.

The ASU is effective

for annual reporting period beginning after December 15, 2025 and interim reporting within those annual reporting periods.

Early adoption

is permitted in both interim and annual reporting periods.

The Company is evaluating the impact of ASU 2025-05 on its consolidated financial

statements if it elects to apply the practical expedient.

Critical accounting estimates:

ASC 350 requires goodwill to be tested for impairment at the reporting

unit level at least annually, or between annual tests under certain circumstances, and written down when impaired.

Goodwill is tested

for impairment by comparing the fair value of the reporting unit with it carrying value.

An impairment charge of $ 144 was recorded as the carrying value of Fashion and equipment e-commerce 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 Fashion and equipment e-commerce segment for three months ended June 30, 2025.

for annual periods beginning after December 15, 2026 and interim periods within those annual periods.

Early adoption is permitted.

amendment can be applied either prospectively to new contracts entered into on or after the date of adoption or on a modified retrospective

basis through cum.

In September 2025, the FASB issued ASU 2025-06 “Targeted

Improvements to the Accounting for Internal-Use Software”.

The ASU removes all references to software development stages throughout

Therefore, under the ASU, an entity will be required to start capitalizing software costs when management has authorized and

committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform

the function intended (‘probable-to-complete’ recognition threshold).

In applying the probable-to-complete recognition threshold,

an entity is required to consider whether there is significant uncertainty associated with the development activities of the software.

The ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual

The ASU allows adoption either on a prospective basis, a modified prospective approach or a retrospective approach.

accounting estimates :

350 requires goodwill to be tested for impairment at the reporting unit level at least annually, or between annual tests under certain

circumstances, and written down when impaired.

Goodwill is tested for impairment by comparing the fair value of the reporting unit

with it carrying value.

impairment charge of $ 144 was recorded as the carrying value of Fashion and equipment e-commerce 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

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

within the Fashion and equipment e-commerce segment for three months ended September 30, 2025.

See note 7- Goodwill.

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are identical to those applied in the preparation of the latest annual financial statements, except the following new policies which

was adopted following the business combination (see note 6):

were adopted following the business combination (see note 6):

Recognition from resale platform

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before the products are shipped to buyers.

MY SIZE, INC.

AND ITS SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial

Statements (Unaudited)

dollars in thousands (except share data and

per share data)

The Company generally receives payments from buyers before payments to the sellers are due.

Consignment Revenue

The Company generates

consignment revenue primarily from the sale of secondhand apparel on behalf of sellers.

The Company retains a percentage of the

proceeds received as payment for its consignment service.

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

2 - Significant Accounting Policies (Cont.)

Company generally receives payments from buyers before payments to the sellers are due.

Company generates consignment revenue primarily from the sale of secondhand apparel on behalf of sellers.

The Company retains a percentage

of the proceeds received as payment for its consignment service.

The Company reports consignment revenue on net.

consigned goods remain with the seller until transferred to the buyer, which occurs 90 days subsequent to purchase of the consigned

goods and upon expiration of the allotted return period.

The Company does not take title of consigned goods at any time except in

certain cases where the consignment window of 90 days expires or returned goods become Company owned inventory and becomes product revenue.

Consignment revenue

is generally recognized upon purchase of the consigned good by the buyer as its performance obligation of providing consignment

Title to the consigned

goods remain with the seller until transferred to the buyer, which occurs 90 days subsequent to purchase of the consigned goods and

upon expiration of the allotted return period.

The Company does not take title of consigned goods at any time except in certain cases

where the consignment window of 90 days expires or returned goods become Company owned inventory and becomes product revenue.

revenue is generally recognized upon purchase of the consigned good by the buyer as its performance obligation of providing consignment

services to the consignor is satisfied at that point.

Consignment revenue is also recognized upon purchase of the consigned good for

which the consignment window has already expired and the Company has taken title to the consigned good.

Consignment revenue is also recognized upon purchase of the consigned good

for which the consignment window has already expired and the Company has taken title to the consigned good.

Consignment revenue is

recognized gross of seller payouts but net of discounts, incentives and returns.

Value added tax assessed by governmental

authorities is excluded from revenue.

Value added tax assessed by governmental authorities

is excluded from revenue.

Company recognizes product revenue on a gross basis as the Company acts as the principal in the transaction.

Revenue is recognized

at the time control of the asset is transferred to the customer, which is typically upon delivery and acceptance by the customer.

The Company is the seller and not an agent due to inventory risk.

Revenue is recognized at

the time control of the asset is transferred to the customer, which is typically upon delivery and acceptance by the customer.

is the seller and not an agent due to inventory risk.

Company charges shipping fees to buyers, which are included in revenue.

2 unchanged sentences

Company generally has a 14-day return period, and possibly longer accordingly to regulations which may change from time to time, and

recognizes a returns reserve based on historical experience, which is recorded in accrued and other current liabilities within the

Company’s consolidated balance sheets and reduction of revenue within the Company’s consolidated statements of

Inventory of resale platform.

recognizes a returns reserve based on historical experience, which is recorded in accrued and other current liabilities within the Company’s

consolidated balance sheets and reduction of revenue within the Company’s consolidated statements of operations.

of resale platform.

consisting of merchandise that the Company has purchased and to which the Company holds title, are accounted for using the specific identification

16 unchanged sentences

the inventory cost, inbound shipping related to the sold merchandise, outbound shipping, outbound labor, packaging costs and inventory

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

3 – Financial Instruments

2 unchanged sentences

Company holds share certificates in My City Builders, Inc.

(“MYCB”), formerly known as Diamante Minerals, Inc., a

publicly traded company on the OTCQB.

(“MYCB”), formerly known as Diamante Minerals, Inc., a publicly

traded company on the OTCQB.

to sales restrictions on the sale of the MYCB shares, the fair value of the shares was measured on the basis of the quoted market price

2 unchanged sentences

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

June 30, 2025

Fair value hierarchy

value hierarchy

Financial assets

Investment in marketable securities

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

3 - Financial Instruments (Cont.)

December 31, 2024

Fair value hierarchy

value hierarchy

Financial assets

Investment in marketable securities

the six-month period and three months ended June 30, 2025 and 2024, the Company recognized gain (based on quoted market prices with

a discount due to security restrictions on MYCB shares) of the marketable securities was $ 7 ,

and $( 1 ) respectively.

the nine-month period and three months ended September 30, 2025 and 2024, the Company recognized gain (based on quoted market prices

with a discount due to security restrictions on MYCB shares) of the marketable securities was $ 7 , $ 0 , $ 1 and $( 21 ) respectively.

4 - Stock Based Compensation

2 unchanged sentences

of Stock Based Compensation Expenses

months ended June 30,

Stock-based compensation expense – Cost of revenues

Stock-based compensation expense - Research and development

Stock-based compensation expense - Sales and marketing

Stock-based compensation expense - General and administrative

months ended September 30,

Stock-based compensation expense

– Cost of revenues

Stock-based compensation expense - Research

and development

Stock-based compensation expense - Sales and

Stock-based compensation

Three months ended June 30,

Stock-based compensation expense - Research and development

Stock-based compensation expense - Sales and marketing

Stock-based compensation expense - General and administrative

expense - General and administrative

Stock-based compensation

months ended September 30,

Stock-based compensation expense

- Research and development

Stock-based compensation expense - Sales and

Stock-based compensation

expense - General and administrative

Stock-based compensation expense

AND ITS SUBSIDIARIES

3 unchanged sentences

Option Plan for Employees:

total number of shares of common stock which may be granted to directors, officers and employees under the 2017 Equity Incentive Plan (the “Plan”), is limited to 130,000

total number of shares of common stock which may be granted to directors, officers and employees under the 2017 Equity Incentive Plan

(the “Plan”), is limited to 756,691 shares.

In addition, in September 2025, the Company’s stockholders approved an

amendment to the Plan to adopt an evergreen provision such that, beginning on January 1, 2026 and ending on and including January 1,

2029, the share reserve under the Plan will be automatically increased by a number of shares of the Company’s common stock equal

to the lesser of (A) 5 % of the aggregate number of shares of the Company’s common stock outstanding on the final day of the immediately

preceding calendar year or (B) such smaller number of shares as is determined by the Company’s board of directors.

February 14, 2024, the Compensation Committee of the Company granted restricted common stock awards under the Company’s 2017 Equity

Incentive Plan to Ronen Luzon, Oren Elmaliah and Billy Pardo, pursuant to which they were issued 37,500 restricted shares, 18,750 restricted

shares and 18,750 restricted shares, respectively.

The restricted shares 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.

On the same day, the Company granted a total of 10,000 restricted stock units (“RSUs”) to its

directors that will vest on January 1, 2025 and 5 five-years options to purchase up to 6,875 shares of common stock to other employees

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.

Incentive Plan to Ronen Luzon, Oren Elmaliah and Billy Pardo, pursuant to which they were issued 37,500

restricted shares, 18,750

restricted shares and 18,750

restricted shares, respectively.

The restricted shares 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.

On the same day, the Company granted a total

restricted stock units (“RSUs”) to its directors

that will vest on January 1, 2025 and 5 five-years options to purchase up to 6,875 shares of common stock to other employees 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

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

9 unchanged sentences

Contractual term

2025 Repricing

Dividend yield

3 unchanged sentences

Contractual term

were no options, shares of restricted common stock or RSUs granted during the six-month period June 30, 2025, compared to an

aggregate of 91,875

options, shares of restricted common stock and RSUs granted during the six-month period ended June 30, 2024, under the Plan.

options were exercised .

2025, the compensation committee of the Company board of directors reduced the exercise price of outstanding options granted under the

Plan of certain employees, officers and directors of the Company for the purchase of an aggregate of 13,926 shares of common stock (with

exercise prices ranging from $ 3.832 to $ 8.72 per share) to $ 1.28 per share, which was the closing price for the Company’s common

stock on June 4, 2025 (the “Option Repricing”).

were no options, shares of restricted common stock or RSUs granted during the nine-month period September 30, 2025, compared to an aggregate

of 91,875 options, shares of restricted common stock and RSUs granted during the nine-month period ended September 30, 2024, under the

No options were exercised.

In connectio n

with the Option Repricing, the Company accelerated the vesting options held by the Company’s former chief financial officer and

the Company recorded one-time expenses of $ 6 and $ 17 .

total stock option compensation expense for employees during the six and three-month period ended June 30, 2025 and 2024 was $ 68 , $ 46

and $ 79 , respectively.

total stock option compensation expense relating to the Orgad acquisition during the six and three-month period ended June 30, 2025

and 2024 was $ 0 , $ 0 ,

and $ 0 respectively.

June 4, 2025, the compensation committee of the Company’s board of directors reduced the exercise price of outstanding options

granted under the Plan of certain employees, officers and directors of the Company for the purchase of an aggregate of 13,926 shares

of common stock (with exercise prices ranging from $ 3.832 to $ 8.72 per share) to $ 1.28 per share, which was the closing price for the

Company’s common stock on June 4, 2025 (the “Option Repricing”).

No options were exercised.

In connection with the

Option Repricing, the Company accelerated the vesting options held by the Company’s former chief financial officer and the Company

recorded one-time expenses of $ 6 and $ 17 .

total stock option compensation expense for employees during the nine and three-month period ended September 30, 2025 and 2024 was $ 84 ,

$ 16 and $ 235 , and $ 214 , respectively.

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

2025 and 2024 was $ 0 , $ 0 , $ 3 , and $ 0 respectively.

issued to consultants:

8 unchanged sentences

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

the six and three-month periods ended June 30, 2025 and 2024, the Company recorded $ 0 , $ 0

and $ 0 respectively, as stock-based equity awards with respect to the Consultant.

the nine and three-month periods ended September 30, 2025 and 2024, the Company recorded $ 0 , $ 0 and $ 71 , and $ 0 respectively, as stock-based

equity awards with respect to the Consultant.

AND ITS SUBSIDIARIES

1 unchanged sentence

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

4 - Stock Based Compensation (Cont.)

issued in connection with the acquisition of ShoeSizeMe

to the Purchase Agreement, the Company issued a key employee of ShoeSizeMe a warrant (the “Warrant”) to purchase up to 28,000

shares of the Company’s common stock (such shares of common stock underlying the Warrant, the “Warrant Shares”).

Warrant provides for a tiered exercise structure, with (i) 10,000 Warrant Shares exercisable at $ 2.00 per Warrant Share, (ii) 6,000 Warrant

Shares exercisable at $ 3.00 per Warrant Share, (iii) 5,000 Warrant Shares exercisable at $ 4.00 per Warrant Share, (iv) 4,000 Warrant

Shares exercisable at $ 5.00 per Warrant Share, and (v) 3,000 Warrant Shares exercisable at $ 6.00 per Warrant Share

Warrant is subject to vesting upon satisfaction of certain service-based, financial performance and integration milestones, as follows:

Continuing Service Milestone :

50 % of the Warrant shall vest and become exercisable on the 12-month anniversary of the issuance

date of the Warrant, provided that the Warrant holder shall have been continuously providing services to the Company through such 12-month

Financial Result Milestone :

The vesting of up to 25% of the Warrant is contingent on ShoeSizeMe’s gross revenue for the

12-month period following the closing date (beginning September 1, 2025) compared to the 12-month period ended August 31, 2025 (the prior-year

revenue) as follows:

(i) the entire 25% of the Warrant shall vest and become exercisable if ShoeSizeMe’s post-closing revenue is

equal to or greater than 95% of the prior-year revenue, (ii) 12.5% of the Warrant (or 50% of the portion the Warrant subject to the vesting

terms in connection with the Financial Result Milestone) shall vest and become exercisable if ShoeSizeMe’s post-closing revenue

is equal to or greater than 80% but less than 95% of the prior-year revenue;

and (iii) no portion of the Warrant subject to the vesting

terms in connection with the Financial Result Milestone shall vest if ShoeSizeMe’s post-closing revenue is less than 80% of the

prior-year revenue .

Integration Milestone :

The vesting of 25 % of the Warrant is contingent on the completion of the full integration (as determined

by the Company at its reasonable discretion) of ShoeSizeMe into the Company’s wholly-owned subsidiary, Naiz Bespoke Technologies,

S.L., by March 31, 2026.

award was determined to be a share-based payment accounted for under ASC 718, as vesting is contingent upon the employee’s continued

service and performance conditions.

The grant-date fair value of the warrant was measured using an option-pricing model and a compensation

expense is recognized over the vesting periods, based on management’s assessment of the likelihood of achieving the performance

and integration conditions.

The award is classified as equity, as it will be settled in a fixed number of shares with fixed exercise

5 - Contingencies and Commitments

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

“Court”) 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.

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.

In June 2025, the Court appointed a third party

appraiser to assess the damages.

The Company evaluates the claim at a sum of NIS 175,000

(approximately $ 51 ),

at this stage.

“Court”) 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 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.

In June 2025, the Court appointed a third party appraiser to assess the damages.

The Company evaluates

the claim at a sum of NIS 175,000 (approximately $ 53 ), at this stage.

6 – Business Combination

On May 9, 2025, a newly-formed, wholly-owned subsidiary of the Company,

New Percentil, entered into a production unit transfer agreement with Casi Nuevo, pursuant to which New Percentil acquired a production

unit of Casi Nuevo with a trade name of Percentil that was judicially awarded to the Company in April 2025 within the framework of insolvency

proceedings of Casi Nuevo filed with Commercial Court No.

May 9, 2025, a newly-formed, wholly-owned subsidiary of the Company, New Percentil, entered into a production unit transfer agreement

with Casi Nuevo, pursuant to which New Percentil acquired a production unit of Casi Nuevo with a trade name of Percentil that was judicially

awarded to the Company in April 2025 within the framework of insolvency proceedings of Casi Nuevo filed with Commercial Court No.

of Madrid (Spain).

1 unchanged sentence

results of operations of New Percentil have been included in the consolidated financial statements since the acquisition date of May

New Percentil revenues included in the Company’s consolidated statement of operations from May 9, 2025 through June 30,

New Percentil revenues included in the Company’s consolidated statement of operations from May 9, 2025 through September

30, 2025 were $ 515 .

Consideration

The Company paid € 40,000 (approximately $ 45 )

and assumed liabilities which the Company had prior to bankruptcy as agreed with the insolvency court.

Company paid € 40,000 (approximately $ 45 ) and assumed liabilities which the Company had prior to bankruptcy as agreed with the insolvency

assets acquired and liabilities assumed

4 unchanged sentences

during the measurement period which is not expected to exceed one year.

The purchase price allocation was not finalized duo to examination

The purchase price allocation was not finalized due to examination

of the net working capital of New Percentil at the acquisition date.

8 unchanged sentences

Acquired and Liabilities

Thousands USD

Account receivable

Other receivable

Client relationship**

Trade payables

Other payables

1 unchanged sentence

Long-term payables

Total consideration paid

estimated useful life of the technology is 2 years.

technology was calculated using MEEM replacement cost and is ranked as Level 3 assets as there is

no active market.

Total consideration

estimated useful life of technology is 2 years.

technology was calculated using MEEM replacement cost and is ranked as Level 3 assets as there is no active market.

Acquisition-related

Company did not incur any direct transaction costs during the six month period ended June 30, 2025 which were included in general

and administrative expenses in the consolidated statements of income (loss).

of June 30, 2025 the Company has experienced a triggering event in the reporting period due to sustained decreases in the Company’s

Company did not incur any direct transaction costs during the nine month period ended September 30, 2025.

of ShoeSizeMe

September 8, 2025, the company purchased 100 % of the share capital of ShoeSizeMe AG.

results of operations of ShoeSizeMe have been included in these consolidated financial statements since the acquisition date of September

ShoeSizeMe revenues included in the Company’s consolidated statement of operations from September 8 2025 through September

30, 2025 were $ 3 .

Consideration

consideration for the purchase of the shares of ShoeSizeMe and in accordance with the Purchase Agreement, the Company (i) paid a cash

payment of $ 150

and (ii) issued 241,093

shares of the Company’s common stock.

The fair value

of the shares for the purchase price allocation was determined using the closing price on September 8, 2025 at $ 338 .

assets acquired and liabilities assumed

the preliminary purchase price allocation, the Company allocated the purchase price to tangible and identified intangible assets acquired

and liabilities assumed based on the preliminary estimates of their fair values, which were determined using generally accepted valuation

techniques based on estimates and assumptions made by management at the time of the acquisition.

Such estimates are subject to change

during the measurement period which is not expected to exceed one year.

The purchase price allocation was not finalized duo to examination

of the net working capital of Shoe Size Me at the acquisition date.

Any adjustments to the preliminary purchase price allocation identified

during the measurement period will be recognized in the period in which the adjustments are determined.

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

6 – Business Combination (Cont.)

following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:

Schedule of Preliminary Fair Value of Assets

Acquired and Liabilities

Account receivable

Other receivable

Client relationship**

Trade payables

Other payables

Deferred tax liability

Deferred tax Asset

Total consideration

estimated useful life of technology is 5

technology was calculated using MEEM replacement cost and is ranked as Level 3 assets as there is no active market.

estimated useful life of Client relationship is 5 years.

The Client relationship was calculated using MEEM

replacement cost and is ranked as Level 3 assets as there is no active market.

Recognized goodwill assets related to the excess of the fair value of purchase consideration over the fair value

of these identifiable assets and liabilities is recorded as goodwill, with an estimated indefinite useful life.

The Goodwill is not tax

deductible the Goodwill is related to our SAAS segment.

Acquisition-related

Company occurred $ 80 in direct transaction costs during the nine month period ended September 30, 2025 which were included in

general and administrative expenses in the consolidated statements of income (loss).

of June 30, 2025, the Company 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

3 unchanged sentences

Schedule of Impairment Analysis

December 31, 2024

7.5 % - 65.6 %

June 30, 2025

7.5 % - 31.6 %

4 unchanged sentences

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 $ 144 non-deductible goodwill impairment charge for the quarter ended June

assets or other long-lived assets, but the Company recorded a $ 144 non-deductible goodwill impairment charge for the quarter ended September

30, 2025 (level 3 fair value measurement).

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

Fashion and equipment e-commerce platform segment for the six months ended June 30, 2025.

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

and equipment e-commerce platform segment for the Nine months ended September 30, 2025.

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

2 unchanged sentences

Fashion and equipment e-commerce platform

SaaS Solutions

AND ITS SUBSIDIARIES

2 unchanged sentences

8 – Operating Segments

Company has the following three

Company has the following four

(i) fashion and equipment e-commerce platform, (ii) SaaS based innovative artificial intelligence driven measurement

solutions and (iii) resale platform for apparel.

This realignment reflects the way resources are allocated, and performance is

assessed by the Chief Operating Decision Maker.

The fashion and equipment e-commerce platform which represents Orgad’s

activity that was acquired by the Company in 2022, mainly operates on Amazon.

The SaaS based innovative artificial intelligence

driven measurement solutions, or SaaS Solutions operating segment consists of the Company and certain of its subsidiaries, My Size

Israel, My Size LLC and Naiz.

The resale platform currently operates as a sperate segment under New Percentil

following the closing of the Acquisition in May 2025.

The Company is evaluating and integrating into this segment and may consolidate

it in the future.

solutions, (iii) resale platform for apparel and (iv) wholesaling of footwear .

This realignment reflects the way resources

are allocated, and performance is assessed by the Chief Operating Decision Maker.

The fashion and equipment e-commerce platform

which represents Orgad’s activity that was acquired by the Company in 2022, mainly operates on Amazon.

The SaaS based

innovative artificial intelligence driven measurement solutions, or SaaS Solutions operating segment consists of the Company and

certain of its subsidiaries, My Size Israel, My Size LLC, Naiz and ShoeSizeMe (purchased in September 2025, see note 6).

platform currently operates as a separate segment under New Percentil following the closing of the Acquisition in May 2025.

other segment currently operates under Ten Peacks.

The Company is evaluating and integrating into this segment

and may consolidate it in the future.

Company operating segments are the same as its reportable segments.

CODM reviews total operating expenses and consolidated net loss to assess performance, forecast future financial results, and

allocate resources.

In assessing the Company’s financial performance and making strategic decisions, the CODM regularly

reviews segment operational loss and operating expenses by function.

This includes a review of budget versus actual expenses and

cost of goods, sales and marketing salaries, and other segment expenses.

For the fashion and equipment e-commerce platform operating

segment, the CODM also reviews gross profit and Amazon fees.

For the SaaS Solutions operating segment, the CODM also reviews

research and development expenses.

CODM reviews total operating expenses and consolidated net loss to assess performance, forecast future financial results, and allocate

In assessing the Company’s financial performance and making strategic decisions, the CODM regularly reviews segment

operational loss and operating expenses by function.

This includes a review of budget versus actual expenses and cost of goods, sales

and marketing salaries, and other segment expenses.

For the fashion and equipment e-commerce platform operating segment, the CODM also

reviews gross profit and Amazon fees.

For the SaaS Solutions operating segment, the CODM also reviews research and development expenses.

costs of goods and other costs and expenses are generally directly attributed to the segments.

7 unchanged sentences

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

of Reportable Operating Segments

of the six months ended June 30, 2025

from external customers

and development expenses

and marketing Salaries

Segment Items (*)

Reconciliation

of Profit or Loss

income, (expense) net

non-cash items:

based payments

Schedule of Reportable Operating Segments

As of the nine months ended September 30,

Revenues from external customers

Cost of revenues

Research and development expenses

Sales and marketing Salaries

Impairment of goodwill

Other Segment Items (*)

Reconciliation of Profit or Loss

Financial income, (expense) net

Loss before income taxes

Significant non-cash items:

Share based payments

segments include shared based payments, rent and related expenses, professional services, insurance and other expenses.

As of the six months

ended June 30, 2025

As of the nine months ended September

AND ITS SUBSIDIARIES

1 unchanged sentence

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

As of the six months ended June 30, 2024

8 – Operating Segments (Cont.)

As of the nine months ended September 30, 2024

Revenues from external customers

2 unchanged sentences

Sales and marketing Salaries

Impairment of goodwill

Other Segment Items ( * )

5 unchanged sentences

segments include shared based payments, rent and related expenses, professional services, insurance and other expenses.

of the three months ended June 30, 2025

from external customers

and development expenses

and marketing Salaries

Segment Items (*)

Reconciliation

of Profit or Loss

and equipment

As of the three months ended September 30,

Revenues from external customers

Cost of revenues

Research and development expenses

Sales and marketing Salaries

Other Segment Items (*)

Reconciliation of Profit or Loss

Financial income, (expense) net

non-cash items:

based payments

(*) Other segments

items include shared based payments, rent and related expenses, professional services, insurance and other expenses.

Loss before income taxes

Significant non-cash items:

Share based payments

segments items include shared based payments, rent and related expenses, professional services, insurance and other expenses.

AND ITS SUBSIDIARIES

1 unchanged sentence

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

As of the three months ended June 30, 2024

8 – Operating Segments (Cont.)

As of the three months ended September 30,

Revenues from external customers

2 unchanged sentences

Sales and marketing Salaries

Impairment of goodwill

Other Segment Items (*)

4 unchanged sentences

Share based payments

December 31, 2024

As of December 31, 2024

9 – Significant events during the reporting period .

January 21, 2025, the Company entered into an At The Market Offering Agreement (the “Offering Agreement”), with H.C.

Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may offer and sell, from time to time through Wainwright shares of the

Company’s common stock having an aggregate offering price of up to $ 4.1

Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may offer and sell, from time to time through

Wainwright shares of the Company’s common stock having an aggregate offering price of up to $ 4.1

The Company is not obligated to make any sales of the shares under the Offering Agreement.

4 unchanged sentences

Wainwright a cash commission of 3% of the gross sales price of any Common Stock sold under the Offering Agreement.

As of June 30, 2025, the Company sold 1,052,917

As of September

30, 2025, the Company sold 1,557,727

shares pursuant to the Offering Agreement for aggregate gross proceeds of approximately $ 3,098

Prepaid legal and auditing costs are classified as other receivables in

the balance sheet.

10 – Events subsequent to the balance sheet date

On July 21, 2025, the Company established Ten Peacks Ltd., which is incorporated

in Israel and is a wholly-owned subsidiary of My Size Israel, that focuses on marketing and distribution of global apparel

and shoes brands in Israel.

to the balance sheet date and prior to the issuance of these financial statements, in connection with the Offering Agreement described

in note 9 above, the Company sold additional 153,783

shares of common pursuant to the Offering Agreement for aggregate gross proceeds of approximately $ 2 18 .

Prepaid legal and auditing costs are classified as other non-current assets in the balance sheet.

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