What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-14 · 95 added, 79 removed, 215 unchanged (45% of the section changed)

62 unchanged sentences

My Size LLC, Orgad International Marketing Ltd., or Orgad, and Naiz Bespoke Technologies, S.L, or Naiz Fit, New Percentil, S.L.,

or New Percentil, taken as a whole.

or New Percentil, Rotrade Ltd., ShoeSize.Me AG (“ShoeSizeMe”) and

Ten Peacks Ltd.

taken as a whole.

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

2 unchanged sentences

dollar translations of NIS amounts presented in this Quarterly Report on

Form 10-Q for six months ended on June 30, 2025 are translated using the rate of NIS 3.372 to $1.00.

Form 10-Q for nine months ended on September 30, 2025 are translated using the rate of NIS 3.306 to $1.00.

information in this Quarterly Report on Form 10-Q relating to shares or price per share reflects the 1-for-8 reverse stock split effected

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experience offered to fashion buyers, both online and offline.

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

September 8, 2025, we entered into a Share Sale and Purchase Agreement, or the Purchase Agreement, with certain sellers, or the Sellers,

who were the holders of 100% of the share capital of ShoeSize.Me, a Swiss SaaS company specializing in AI-powered footwear sizing

and fit solutions, or ShoeSizeMe, pursuant to which the Sellers agreed to sell to us all of the issued and outstanding shares of ShoeSizseMe.

The transaction closed on the same day, or the Closing Date.

consideration for the purchase of the shares of ShoeSizeMe and in accordance with the Purchase Agreement, the Sellers received (i) a

cash payment of $150,000 and (ii) 241,093 shares of our common stock (having an aggregate value of $290,000, determined by dividing $290,000

by the average closing price of our common stock during the seven trading days immediately preceding the Closing Date.

May 9, 2025, our newly-formed, wholly-owned subsidiary, New Percentil, a limited liability company incorporated under the laws

of Spain, or New Percentil, entered into a production unit transfer agreement, or the Production Transfer Agreement, with Casi Nuevo

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laws and regulations, imposition of new or higher tariffs and geopolitical conflicts.

In addition, U.S.

President Trump has continued to make announcements regarding

the imposition of new and higher U.S.

tariffs on imports from many countries.

In response, certain countries, as well as the European

Union, have announced retaliatory tariffs on imports of U.S.

addition, U.S.

President Trump has continued to make announcements regarding the imposition of new and higher U.S.

tariffs on imports

from many countries.

In response, certain countries, as well as the European Union, have announced retaliatory tariffs on imports of

goods and other countermeasures.

We are continuing to monitor these actions,

including any pauses, escalations, exemptions or removal of exemptions, with respect to the threatened or imposed tariffs, and will continue

to assess their potential impact on our business either directly, such as on our hardware business, or due to downstream effects.

We are continuing to monitor these actions, including any pauses, escalations, exemptions or removal

of exemptions, with respect to the threatened or imposed tariffs, and will continue to assess their potential impact on our business

either directly, such as on our hardware business, or due to downstream effects.

also continuously monitor geopolitical conflicts around the world, including the ongoing conflict between Russia and Ukraine and conflicts

8 unchanged sentences

table below provides our results of operations for the periods indicated.

Six-Months Ended

Nine-Months Ended

September 30,

Three-Months Ended

September 30,

Cost of revenues

14 unchanged sentences

Basic and diluted weighted average number of shares outstanding

and Three Months Ended June 30, 2025 Compared to Six and Three Months Ended June 30, 2024

revenues for the six months ended June 30, 2025 amounted to $3,485,000 compared to $4,963,000 for the six months ended June 30, 2024.

The decrease in the six months ended June 30, 2025 from the corresponding period is primarily attributable to a decrease in Orgad sales.

revenues for the three months ended June 30, 2025 amounted to $2,006,000 compared to $1,979,000 for the three months ended June 30, 2024.

The increase in the three months ended June 30, 2024 from the corresponding period is primarily attributable to the inclusion of New Percentil on the consolidated reporting as of June 30, 2025.

cost of revenues for the six months ended June 30, 2025 amounted to $1,941,000 compared to $2,783,000 for the six months ended June 30,

and Three Months Ended September 30, 2025 Compared to Nine and Three Months Ended September 30, 2024

revenues for the nine months ended September 30, 2025 amounted to $6,057,000 compared to $6,802,000 for the nine months ended September

The decrease in the nine months ended September 30, 2025 from the corresponding period is primarily attributable to a decrease

in Orgad sales.

revenues for the three months ended September 30, 2025 amounted to $2,572,000 compared to $1,839,000 for the three months ended September

The increase in the three months ended September 30, 2024 from the corresponding period is primarily attributable to the inclusion

of New Percentil in the consolidated reporting as of September 30, 2025.

cost of revenues for the nine months ended September 30, 2025 amounted to $3,504,000 compared to $3,831,000 for the nine months ended

September 30, 2024.

The decrease in comparison with the corresponding period was mainly due to transition to fulfillment by Amazon shipping

and warehousing method.

Our cost of revenues expenses for the

three months ended June 30, 2025 amounted to $882,000 compared to $995,000 for the three months ended June 30, 2024.

The decrease in

comparison with the corresponding period was mainly due to the decrease cost of revenues described above.

cost of revenues expenses for the three months ended September 30, 2025 amounted to $1,563,000 compared to $1,048,000 for the three months

ended September 30, 2024.

The increase in comparison with the corresponding period was attributable to the inclusion of New Percentil

and ShoeSizeMe in the consolidated reporting as of September 30, 2025.

and Development Expenses

research and development expenses for the six months ended June 30, 2025 amounted to $224,000 compared to $263,000 for the six months

ended June 30, 2024.

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

and a decrease in subcontractor expenses.

research and development expenses for the three months ended June 30, 2025 amounted to $142,000 compared to $131,000 for the three months

ended June 30, 2024.

The slight increase was mainly due to the annual salary increase of the retained employees in Naiz Fit.

research and development expenses for the nine months ended September 30, 2025 amounted to $355,000 compared to $352,000 for the nine

months ended September 30, 2024.

The increase from the corresponding period was mainly due to the annual salary increase of the retained

employees in Naiz Fit and inclusion of New Percentil in the consolidated reporting as of September 30, 2025.

research and development expenses for the three months ended September 30, 2025 amounted to $131,000 compared to $89,000 for the three

months ended September 30, 2024.

The increase was mainly due to the annual salary increase of the retained employees in Naiz Fit and

inclusion of New Percentil in the consolidated reporting as of September 30, 2025.

and Marketing Expenses

sales and marketing expenses for the six months ended June 30, 2025 amounted to $1,087,000 compared to $1,933,000 for the six months

ended June 30, 2024.

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

travel and marketing expenses.

sales and marketing expenses for the three months ended June 30, 2025 amounted to $520,000 compared to $831,000 for the three months

ended June 30, 2024.

The decrease primarily is mainly due to the lower Amazon fees.

sales and marketing expenses for the nine months ended September 30, 2025 amounted to $2,321,000 compared to $2,670,000 for the nine

months ended September 30, 2024.

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

expenses, travel and marketing expenses.

sales and marketing expenses for the three months ended September 30, 2025 amounted to $1,234,000 compared to $737,000 for the three

months ended September 30, 2024.

The increase primarily is attributable to the increased marketing effort of Naiz Fit for the three months

period ended September 30, 2025 as well as the inclusion of New Percentil in the consolidated reporting as of September 30, 2025.

and Administrative Expenses

general and administrative expenses for the six months ended June 30, 2025 amounted to $1,735,000 compared to $1,932,000 for the six

months ended June 30, 2024.

The decrease primarily resulted from a decrease in professional services and insurance expenses.

general and administrative expenses for the three months ended June 30, 2025 amounted to $905,000 compared to $899,000 for the three

months ended June 30, 2024.

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

a result of the foregoing, for the six months ended June 30, 2025, our operating loss was $1,646,000 a decrease of $302,000, or 16% lower,

compared to our operating loss for the six months ended June 30, 2024 of $1,948,000.

a result of the foregoing, for the three months ended June 30, 2025, our operating loss was $587,000 a decrease of $290,000, or 33% lower,

compared to our operating loss for the three months ended June 30, 2024 of $877,000.

general and administrative expenses for the nine months ended September 30, 2025 amounted to $2,735,000 compared to $2,572,000 for the

nine months ended September 30, 2024.

The increase primarily is attributable to the inclusion of New Percentil and ShoeSizeMe in the

consolidated reporting as of September 30, 2025.

general and administrative expenses for the three months ended September 30, 2025 amounted to $1,000,000 compared to $640,000 for the

three months ended September 30, 2024.

The increase primarily is attributable to the inclusion of New Percentil and ShoesSizeMe in the

consolidated reporting as of September 30, 2025.

a result of the foregoing, for the nine months ended September 30, 2025, our operating loss was $3,002,000, a decrease of $252,000, or

8% lower, compared to our operating loss for the nine months ended September 30, 2024 of $3,254,000.

a result of the foregoing, for the three months ended September 30, 2025, our operating loss was $1,356,000, an increase of $50,000, or

4% higher, compared to our operating loss for the three months ended September 30, 2024 of $1,306,000.

Income (Expenses), Net

financial income for the six months ended June 30, 2025 was $136,000 compared to financial expenses of $32,000 for the six months

ended June 30, 2024.

financial income for the three months ended June 30, 2025 was $136,000 compared to financial expenses of $87,000 for the three

months ended June 30, 2024.

a result of the foregoing, our net loss for the six months ended June 30, 2025 was $1,510,000, compared to net loss of $1,980,000 for

the six months ended June 30, 2024.

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

a result of the foregoing, our net loss for the three months ended June 30, 2025 was $451,000 compared to net loss of $964,000 for the

three months ended June 30, 2024.

financial income for the nine months ended September 30, 2025 was $157,000 compared to financial expenses of $26,000 for the nine months

ended September 30, 2024.

financial income for the three months ended September 30, 2025 was $21,000 compared to financial income of $6,000 for the three months

ended September 30, 2024.

a result of the foregoing, our net loss for the nine months ended September 30, 2025 was $2,845,000, compared to net loss of $3,280,000

for the nine months ended September 30, 2024.

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

a result of the foregoing, our net loss for the three months ended September 30, 2025 was $1,335,000 compared to net loss of $1,300,000

for the three months ended September 30, 2024.

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

and Capital Resources

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of Israel and in the United States

of June 30, 2025, we had cash, cash equivalents and restricted cash of $4,282,000 compared to $4,880,000 of cash, cash equivalents and

restricted cash as of December 31, 2024.

of September 30, 2025, we had cash, cash equivalents and restricted cash of $4,493,000 compared to $4,880,000 of cash, cash equivalents

and restricted cash as of December 31, 2024.

This decrease primarily resulted from offset by payments that were made to suppliers, resources

that were deployed to grow our businesses and payments related to the New Percentil acquisition.

In January 2025,

we entered into an At The Market Offering Agreement, or the Offering Agreement with H.C.

Wainwright & Co., LLC, as agent, or

Wainwright, pursuant to which we may offer and sell, from time to time through Wainwright shares of our common stock having an

aggregate offering price of up to $4.1 million.

We agreed to pay Wainwright a commission at a fixed rate of 3.0% of the aggregate

gross proceeds from each sale of the shares under the Offering Agreement.

As of June 30, 2025 and from June 30, 2025 through the

date hereof, we sold 1,052,917 shares and 153,783 shares, respectively, pursuant to the Offering Agreement for aggregate gross

proceeds of approximately $2,201,000 and $295,000 respectively.

used in operating activities amounted to $2,306,000 for the six months ended June 30, 2025, compared to $2,076,000 for the six months

ended June 30, 2024.

The increase in cash used in operating activity is derived mainly from the increase in inventory and customers, offsetting the decrease in net loss.

cash used by investing activities was $54,000 for the six months ended June 30, 2025, compared to the $60,000 cash provided for the six

months ended June 30, 2024.

cash provided by financing activities was $1,890,000 for the six months ended June 30, 2025, compared to $2,961,000 for the six months

ended June 30, 2024.

The cash flow from financing activities for the six months ended June 30, 2025 resulted from the issuance of shares

during the period.

that were deployed to grow our businesses and payments related to the New Percentil and ShoeSizeMe acquisition.

January 2025, we entered into an At The Market Offering Agreement, or the Offering Agreement with H.C.

Wainwright & Co., LLC, as

agent, or Wainwright, pursuant to which we may offer and sell, from time to time through Wainwright shares of our common stock

having an aggregate offering price of up to $4.1 million.

We agreed to pay Wainwright a commission at a fixed rate of 3.0% of the

aggregate gross proceeds from each sale of the shares under the Offering Agreement.

As of September 30, 2025, we sold 1,557,727

shares of common stock pursuant to the Offering Agreement for aggregate gross proceeds of approximately $3,096,000.

used in operating activities amounted to $2,806,000 for the nine months ended September 30, 2025, compared to $2,523,000 for the nine

months ended September 30, 2024.

The increase in cash used in operating activity is derived mainly from the increase in inventory and

customers, offsetting the decrease in net loss.

cash used by investing activities was $196,000 for the nine months ended September 30, 2025, compared to the $60,000 cash provided for

the nine months ended September 30, 2024.

cash provided by financing activities was $2,710,000 for the nine months ended September 30, 2025, compared to $2,626,000 for the nine

months ended September 30, 2024.

The cash flow from financing activities for the nine months ended September 30, 2025 resulted from the

issuance of shares during the period.

expect that we will continue to generate losses and negative cash flows from operations for the foreseeable future.

Based on the projected

cash flows and cash balances as of June 30, 2025, we believe our existing cash will not be sufficient to fund operations for a period

cash flows and cash balances as of September 30, 2025, we believe our existing cash will not be sufficient to fund operations for a period

of more than 12 months.

60 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis