What changed in this filing

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Item 1. Business

2026-04-15 compared with 2025-03-27 · 979 added, 381 removed, 8 unchanged (99% of the section changed)

are an omnichannel e-commerce platform and provider of AI-driven SaaS measurement solutions and our recently acquired subsidiaries, Naiz

Fit, which provides SaaS technology solutions that solve size and fit issues and AI solutions for smarter design through data driven

decisions for fashion ecommerce companies, and Orgad, an online retailer operating in the global markets.

To date, we have generated

almost all our revenue as a third-party seller on Amazon.

Our advanced software and solutions assists us in supply chain, identifying

products that can drive growth and provides a user-friendly experience and best customer service.

are currently focused on driving the commercialization of the Naiz Fit technology which, enables shoppers to generate highly accurate

measurements of their body to find the accurate fitting apparel by using our Naiz Fit Widget, a simple questionnaire which uses a database

collected over the years and allows buyers to know what size to pick when buying online, reducing returns and increasing conversion rates

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

sold on the ecommerce, and only presents items for purchase that match their measurements to ensure a correct fit.

are positioning ourselves as a consolidator of sizing solutions and new digital experience due to new developments for the fashion industry

Our other product offerings include First Look Smart Mirror for physical stores and Smart Catalog to empower brand design teams,

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

We also recently

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

experience offered to fashion buyers, both online and offline.

cloud-based software platform provides highly accurate sizing and measurement with broad applications and are focusing on the e-commerce fashion/apparel industry.

This proprietary technology is driven by several

patented algorithms which are able to calculate and record measurements in a variety of novel ways.

Although specific functionality varies

by product, we believe that our core solutions address the need for highly accurate measurements in a variety of consumer friendly, every

On top of this anthropometric technologies, understanding the complexity of the fashion industry, we have also developed our

own garment modelling technologies based on both products specifications and physical garment try-ons, guaranteeing the scalability of

our solution while maximizing accuracy and adaptability of our technology for each retailer and e-tailer.

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

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

and Bring Your own Device for the Retail teams.

Form Enables shoppers to generate highly accurate measurements of their body to find proper

fitting of clothes and accessories, through the use of a simple questionnaire integrated on

our retailers ecommerce.

Size Form syncs the user’s measurement data to a sizing model

we create for each SKU and presents the right size and fit for the customer.

available for license by retailers and accessible by consumers through a web page.

used by more than 100 international brands.

Look Smart Mirror and Bring Your Own Device.

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

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

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

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

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

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

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

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

Smart Catalogue is able

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

Feedback Allows Marketing and Go To Market teams to use our Naiz Community testers to not only try on their garments and report fitting

information to our technology, but also perform tasks defined by the retailer’s teams to unlock key insights from their shopping

and brand experiences.

following are some select key features of our solutions:

We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms

and software with their specific business processes and workflows.

Our platform has been organically developed from a common code

base, data structure and user interface, providing a consistent user experience with powerful features that are easily adaptable

to our clients’ needs.

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

user experience.

Our intuitive, easy-to-use interface is based on current technology, multiple focus groups and automatically

adapts to users’ devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;

Data Generation.

While we supply to the user the information he/she requires, we gather certain vital information such as

body measurement and package volume which can be used anonymously to help the retailer acquire predictive size information on stocking,

operations and consumers that may be in between sizes.

All the information is being gathered and stored on our servers where it can

be used by retailers;

Non-Invasive.

In taking measurements using our solution, the smartphone camera is not utilized;

instead, the measurements are captured

by scanning the smartphone over the consumer’s body or package, thus ensuring greater privacy.

Growth Strategy

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

model in the verticals we are targeting.

We are a fashion technology company operating an integrated portfolio of businesses designed to address the most pressing challenges facing fashion brands and retailers

today—size and fit accuracy, excess inventory management, circular economy solutions, and international market distribution.

our subsidiaries, we provide end-to-end support across the fashion value chain:

Naiz Fit, our technology subsidiary, delivers AI-driven

size and fit solutions for fashion e-commerce companies, and includes ShoeSize.Me, a European AI-powered footwear sizing solution we

acquired in September 2025;

Orgad, an online retailer and technology-enabled consumer products company operating principally as a third-party

seller on Amazon;

Percentil, a managed second-hand fashion recommerce platform operating across Southern and Central Europe;

Peacks Ltd., a distribution subsidiary focused on marketing and distributing global apparel and footwear brands in Israel.

Our strategy is to build an

integrated fashion platform—the infrastructure layer that enables fashion brands to address four critical pain points

simultaneously:

size and fit challenges that drive returns and suppress conversion rates;

overstocked and unsold inventory that

erodes margins;

sustainability obligations that increasingly require brands to offer circular economy solutions;

and international

growth ambitions that require local distribution expertise and relationships.

We believe this integrated

approach is differentiated in the market.

Unlike point solutions that address a single problem, our platform is designed to allow

brands to work with one group-level partner across technology, commerce, circularity, and distribution—each business unit

reinforcing the others through shared data, commercial relationships, and infrastructure.

Recent Developments

Acquisition of Production

Unit (Casi Nuevo Kids, S.L.)

On May 9, 2025, we acquired,

through our wholly-owned Spanish subsidiary New Percentil, a production unit of Casi Nuevo Kids, S.L., or Casi

Nuevo, with a trade name of Percentil, or the Production Unit, that was judicially awarded to us in April 2025 within the framework of

insolvency proceedings of Casi Nuevo filed with Commercial Court No.

13 of Madrid, Spain.

The acquisition was completed on the same day.

The total purchase price for the acquisition was

€610,806.81 (approximately $679,000), which consists of (i) €40,000 (approximately $44,500) paid by our wholly-owned subsidiary,

Naiz Fit, (ii) €358,196 (approximately $398,000) for the assumption of certain liabilities owed by Casi Nuevo to its customers,

(iii) €48,000 (approximately $53,500) for the assumption of certain debt and social security payments related to former employees

of Casi Nuevo who have transferred to New Percentil in connection with the acquisition, or the Percentil Employees, and (iv) €164,610

(approximately $183,000) for the assumption of accrued labor liabilities related to the Percentil Employees.

Formation of Ten Peacks

On July 21, 2025, we

established Ten Peacks, which was incorporated in Israel and is a wholly-owned subsidiary of our Israeli

subsidiary, My Size Israel, that focuses on marketing and distribution of global apparel and shoes

brands in Israel.

We sold items to distributors in Israel during the last quarter of 2025.

Acquisition of ShoeSize.Me

On September 8, 2025, we entered

into a share sale and purchase agreement, or the ShoeSize Purchase Agreement, with certain sellers, or the Sellers, who are the holders

of 100% of the share capital of ShoeSize.Me, pursuant to which the Sellers agreed to sell us all of

the issued and outstanding shares of ShoeSize.Me.

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

In consideration for the

purchase of the shares of ShoeSize.Me and in accordance with the ShoeSize 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 ShoeSize Closing

In addition, pursuant to the ShoeSize Purchase Agreement, we issued to a key employee of ShoeSize a warrant, or the ShoeSize

Warrant, to purchase up to 28,000 shares of our common stock.

The ShoeSize Warrant, which is subject to vesting upon satisfaction of

certain service-based, financial performance and integration milestones, provides for a tiered exercise structure, with (i) 10,000

shares exercisable at $2.00 per share, (ii) 6,000 shares exercisable at $3.00 per share, (iii) 5,000 shares exercisable at $4.00 per

share, (iv) 4,000 shares exercisable at $5.00 per share, and (v) 3,000 shares exercisable at $6.00 per share.

Our Solutions

We provide fashion brands and

retailers with a comprehensive suite of technology solutions, commerce capabilities, and circular economy services organized around four

interconnected business units.

Each unit addresses a distinct challenge in the fashion industry value chain, and together they form a

platform designed to support brands across sizing accuracy, inventory efficiency, circular sustainability, and international distribution.

Naiz Fit — Size &

Fit Technology

is our AI-driven size and fit technology platform, or the Naiz Fit Platform, serving as the technology backbone of the MySize group.

The platform operates on a B2B SaaS model and is deployed by more than 100 fashion and footwear brands globally, including

Levi’s, Desigual, Canali, Moschino, and Pepe Jeans, among others.

The Naiz Fit Platform is organized

around four connected modules:

an Ecommerce Hub (size recommendation, virtual try-on, and AI stylist tools);

a Product Hub (fitting analysis

and sizing consistency audits for design and merchandising teams);

a Retail Hub (phygital sizing tools for physical stores, recognized

with a Paris Retail Award);

and a Strategy Hub (merchandising analytics, market benchmarking, and internationalization support).

platform integrates into client environments within four to six weeks and is compatible with all major e-commerce content management

The acquisition of ShoeSize.Me

in September 2025 extended Naiz Fit’s coverage into footwear, a category with distinct sizing complexity.

ShoeSize.Me operates a proprietary

AI-powered footwear sizing engine with a database of over 92 million shopper experiences across more than 1.2 million shoe models and

6,400+ brands.

Together, Naiz Fit and ShoeSize.Me offer an integrated size and fit solution covering both apparel and footwear.

deploying our size recommendation tools have experienced average reductions in size-related returns of 15% to 40% and conversion rate

improvements of two to eight times among shoppers who engage with the size recommendation widget.

Orgad — Inventory

Commerce & Overstock Management

Orgad is a technology-enabled e-commerce retailer that uses machine learning and data analytics to identify, source, and sell fashion

and footwear products on Amazon.com, where it has operated as a third-party seller since 2016.

Orgad manages more than 5,000 SKUs across

footwear, apparel, and accessories, and substantially all of its revenue is generated through the Amazon marketplace.

For fashion brands, Orgad addresses

one of the industry’s most persistent and costly challenges:

excess inventory.

The fashion industry produces an estimated 2.5 to 5 billion

items of excess stock annually, representing between $70 billion and $140 billion in unrealized revenue, according to research cited

in the BoF-McKinsey State of Fashion 2025 report.

Approximately 20% to 30% of all apparel inventory goes unsold each season.

Orgad provides

brands with a direct, scalable channel to liquidate end-of-season surplus and overstock on the world’s largest e-commerce marketplace,

without the brand dilution risks of traditional discount channels.

Orgad’s competitive advantage

lies in its proprietary software systems, which process large volumes of sales and market data to optimize inventory sourcing and pricing

in real time, and in its experienced operations team with expertise across listing, advertising, reconciliation, and fulfillment.

the MySize group, Orgad also creates a natural commercial entry point:

brands seeking to clear excess inventory through Orgad become

natural candidates for Naiz Fit’s size and fit technology to reduce the returns and sizing errors that contribute to overstock creation

in the first place.

Percentil — Circular

Economy & Recommerce

Percentil, acquired through our

wholly-owned Spanish subsidiary New Percentil in May 2025, is a managed recommerce platform founded in Spain in 2012 that gives

pre-owned fashion a second life.

Percentil operates across Spain, France, Germany, and Italy, with all operations managed from its office

and warehouse in Madrid.

Since founding, Percentil has received and classified over 12 million garments, sold more than 5 million items

online, shipped over 600,000 orders, and built a registered user base of approximately 1 million consumers.

Percentil addresses the sustainability

and regulatory dimension of the fashion industry’s overstock and end-of-life challenge.

Under the EU Ecodesign for Sustainable Products

Regulation, fashion brands operating in the EU are required to report on the management of unsold textiles from 2025 and will be prohibited

from destroying unsold products from 2026.

These obligations are creating structural demand for the kind of managed recommerce infrastructure

that Percentil provides.

Percentil’s B2B Circular Solutions

offering operates at three levels:

consignment (picking up and reselling brand surplus or consumer returns through the Percentil platform,

with a profit-sharing arrangement);

logistics (providing Percentil’s software and operational infrastructure to power a brand’s own branded

pre-owned store);

and take-back store concierge (enabling brands to offer in-store or online clothing take-back services for their own

Percentil’s platform is connected to MySize’s technology capabilities, including the Naiz Fit size recommendation engine,

which is a meaningful differentiator in second-hand commerce where garment size information is often incomplete.

Ten Peacks — International

Brand Distribution

Ten Peacks was incorporated

in Israel in July 2025 as a wholly-owned subsidiary of My Size Israel.

Ten Peacks focuses on the marketing and distribution of global

apparel and footwear brands in the Israeli market, providing brands with local-market expertise, distributor relationships, and commercial

infrastructure for market entry and growth.

Ten Peacks commenced commercial activity in the fourth quarter of 2025 and represents an

emerging channel for the MySize group to expand its brand partner relationships into new geographies.

The Integrated MySize Platform

We believe the strategic value

of our portfolio is greater than the sum of its parts.

Each business unit addresses a specific challenge — sizing returns, excess

inventory, end-of-life obligations, and international distribution — but they share a common commercial logic:

fashion brands are

increasingly seeking partners who can address multiple challenges with a single relationship.

By offering size and fit technology (Naiz

Fit), overstock commerce (Orgad), circular solutions (Percentil), and distribution support (Ten Peacks), we believe MySize is positioned

as a uniquely comprehensive operating partner for the global fashion industry.

Additionally, all four business

units generate proprietary data — on consumer body measurements, product fit, purchasing behavior, inventory sell-through, and

garment resale patterns — that creates a compounding data asset across the group.

We believe this data flywheel will become an

increasingly important source of competitive differentiation as we deepen our platform capabilities over time.

Our Growth Strategy

We aim to drive revenue through

the combined commercialization of our technology, commerce, sustainability, and distribution businesses, with a particular focus on the

United States, European, and Latin American markets.

We are pursuing the following growth strategies:

Additional Commercial Agreements with U.S.

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

through our international

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

Tier 1 retailers for the deployment of our size recommendation

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

a Two-Pronged Commercialization Strategy.

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

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

While we seek to directly enter

into partnerships with companies selling their own apparel, we also started working with key partners for the fashion industry such

as Global-e, Scalapay, Bcome, BigBlue, Analytical Ways, Retail Rocket, Aiuta , If Returns, Returnly Shippy Pro or Connectif.

Furthermore, with the release of our FirstLook Smart Mirror, which we are offering to brick and mortar stores to digitize the

physical stores, Naiz Fit is now available for online retailers utilizing the Magento, SalesForce, WooCoomerce, Shopify, Lightspeed,

PrestaShop, Bitrix and Wix platforms and to brick and mortar stores through GK Software POS solution.In 2024 we added several new

partners like Aiuta, If Returns, Returnly and we are looking for new partnerships to increase our offering.

Investment in our Technology Platform.

We continue to invest in building new software capabilities and extending our platform

to bring the power of accurate measurement to a broader range of applications.

In particular, we seek not only to deliver size recommendations

but to provide a robust, end-to-end,artificial intelligence, or AI-driven platform that inspires consumer confidence and drives revenue

growth by providing a superior consumer journey to both online and the brick and mortar stores.

our database .

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

measurements generates valuable statistics.

Such data can be used in the big data market for targeted advertising and for blind consumer

While we currently serve the U.S.

market through our international brand clients, we are in active discussions with U.S.-based

tier-one retailers regarding deployment of the Naiz Fit size and fit technology suite.

believe the U.S.

market represents a significant near-term growth opportunity given the volume

of fashion e-commerce and the documented impact of sizing-related returns on retailer profitability.

a Cross-Selling Flywheel Across Business Units.

Each of our business units serves fashion

brands at a different stage or dimension of their operational challenges, and we are actively

developing the commercial infrastructure to cross-sell across units.

Brands that engage Orgad

to liquidate excess inventory are natural candidates for Naiz Fit’s technology to reduce

the sizing errors and returns that drive overstock accumulation.

Brands using Naiz Fit to

optimize sizing are natural candidates for Percentil’s circular solutions to manage their

end-of-life inventory obligations under EU regulation.

Brands entering new markets through

Ten Peacks in Israel can be connected to the broader suite of group capabilities.

this flywheel — where each business unit generates qualified commercial leads for the

others — is a meaningful structural advantage that becomes more powerful as our brand

relationships deepen.

Our B2B Recommerce Business Through Regulatory Tailwinds.

We intend to grow Percentil’s

B2B Circular Solutions offering by entering into agreements with fashion brands and retailers

seeking to fulfill EU extended producer responsibility and textile circularity obligations,

which are becoming increasingly mandatory across Percentil’s operating markets of Spain,

France, Germany, and Italy.

The EU Ecodesign for Sustainable Products Regulation, approved

in July 2024, requires fashion brands to report on unsold textile management from 2025 and

bans the destruction of certain unsold products from July 2026, can potentially create structural demand for managed

recommerce infrastructure.

a Two-Pronged Technology Commercialization Strategy.

We seek to accelerate adoption of

Naiz Fit solutions both through direct agreements with fashion brands and e-commerce retailers

and through our Partners Program, which enables technology and logistics partners to embed

Naiz Fit capabilities within their own offerings.

Current integration partners include Global-e,

Scalapay, BigBlue, Connectif, IF Returns, Returnly, Retail Rocket, and others.

Platform is compatible with all major e-commerce content management systems and POS solutions.

Investment in Platform Technology and AI.

We continue to invest in extending the Naiz

Fit Platform beyond size recommendations toward a broader AI-driven fashion technology offering.

New capabilities under development include Naiz Try-On (virtual try-on with body-matched

garment visualization), Naiz Assistant (a conversational AI stylist for personalized outfit

recommendations), and Naiz LLM (a data interface enabling brands to query their combined

sizing, purchasing, returns, and consumer behavior data through a natural language interface).

We believe the expansion of the platform’s scope increases average contract value per client

and deepens our competitive differentiation.

a Compounding Proprietary Data Asset.

Each of our business units generates a distinct

and valuable data layer.

Naiz Fit accumulates consumer body measurement data and garment-level

fit performance data across its brand clients.

ShoeSize.Me maintains a database of over 92

million footwear shopper experiences across more than 1.2 million shoe models.

Orgad generates

transaction-level data on product demand, pricing, and sell-through velocity across the Amazon

Percentil accumulates data on the resale demand, pricing, and lifecycle of pre-owned

garments across tens of thousands of brands and hundreds of thousands of SKUs.

the combination of these proprietary data layers — spanning the full fashion value

chain from new product sizing through sale, return, and resale — represents a unique

long-term competitive asset.

As we deepen our platform and data integration capabilities,

we expect this data flywheel to generate compounding value for our brand partners and for

our own commercial decision-making.

and Acquire Synergistic Businesses.

In order to reduce our time to market and obtain complementary technologies, we are seeking

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

We completed an acquisition of Orgad which operates

an omnichannel e-commerce platform and Naiz which provides SaaS technology solutions that solve size and fit issues for fashion companies.

E-Commerce Market

global e-commerce market is projected to reach $8.8 trillion in 2024, with a 15.8% CAGR from 2024 to 2029, reaching $18.81 trillion by

Approximately 21.2% of total retail sales in 2024 were expected to take place online.

However, challenges such as high return rates, low conversion

rates, and logistics costs continue to impact profitability.

and Apparel E-Commerce

the COVID-19 pandemic, online fashion sales have grown 85.9% compared to pre-pandemic levels (Mastercard), with over 2 billion online

shoppers globally.

Cyber Monday 2023 set a record with $12.4 billion in sales, reflecting 9.6% year-over-year growth.

in Technology and Digital Strategies

Fashion brands invested 1.6%-1.8% of their revenues in technology in 2021,

with investments expected to double by 2030.

Key trends include personalization, hybrid shopping experiences, and AI-driven

Inflation is expected to affect consumer spending, requiring brands to adopt advanced digital tools and customer engagement

Growth and Consumer Preferences

fashion e-commerce market grew from $744.4 billion in 2022 to $821.19 billion in 2023 (CAGR of 10.3%) and is expected to reach $1.22

We plan to continue to evaluate acquisition opportunities

that extend our platform capabilities, expand our geographic reach, or add complementary

technology or commerce assets.

Our acquisitions of Orgad, Naiz Fit, Percentil, and ShoeSize.Me,

as well as the formation of Ten Peacks, are illustrative of this approach.

Market Summary

Global E-Commerce Market

Global retail e-commerce sales

are estimated to have reached approximately $6.4 trillion in 2025, representing a year-over-year increase of approximately 6.8% and accounting

for more than 20% of total global retail sales, according to Shopify and eMarketer data.

By 2028, global e-commerce sales are projected

to reach approximately $7.89 trillion.

China, the United States, and Western Europe are the three largest e-commerce markets, with combined

sales exceeding $5.17 trillion in 2025.

e-commerce market is projected to grow at a compound annual growth rate of approximately

16.4% from 2024 to 2030.

Despite this growth, high return

rates remain a structural profitability challenge for online retailers.

According to the National Retail Federation, approximately 15.8%

of online sales in the United States are returned.

The average online return rate for apparel specifically is approximately 22%, more

than three times the 6.2% rate for brick-and-mortar stores, according to the ICSC 2024 Consumer Returns Survey.

Size and fit issues are

consistently cited as the primary driver of apparel returns, underscoring the commercial importance of accurate size recommendation technology.

Fashion and Apparel E-Commerce

The global fashion e-commerce

market grew from approximately $821 billion in 2023 to approximately $951 billion in 2024, and is expected to reach approximately $1.06

trillion in 2025, reflecting a compound annual growth rate of approximately 11.2%.

The market is projected to reach approximately $1.65

trillion by 2029.

50% of cart abandonments are due to high shipping costs, emphasizing the need to enhance the shopping experience and

reduce return rates.

that integrate online and offline strategies, offer personalized experiences, and optimize logistics will be well-positioned for growth

in this competitive market.

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

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

in the garment value chain.

Screenshot of the Solution Suite of Naiz Fit Platform

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

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

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

is a technology-enabled consumer products company that uses machine learning and data analytics to develop, market and sell products

in e-commerce retailing in the global markets.

Orgad has been operating as a third-party seller on www.amazon.com since 2016.

To date, Orgad has generated practically all of its revenue as a third-party seller on www.amazon.com and only a negligible amount

of revenue from operations on other channels.

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

Product categories

include footwear, apparels, and accessories.

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

We have advanced software that assists us in identifying product gaps so we can keep such products in stock year-round including the

entirety of the last quarter (holiday season) of the calendar year.

are three main types of business models on Amazon:

wholesale, private label and retail arbitrage.

Our business model is wholesale, also

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

profit by selling the product on Amazon.

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

We pay Amazon fees for

allowing us to sell on their platform.

advantages of selling via a wholesale model:

lower unit quantities with wholesale orders than private label products.

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

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

challenges of selling via a wholesale model:

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

and maintaining relationships with brand manufacturers.

Description/Opportunities

to Statista, global retail sales are projected to increase by approximately 24.%% to $32.8 trillion in 2026 from $26.4 trillion in 2023.

ecommerce sales increased approximately 10.95% to $1.223 trillion in 2024 from $1.102 trillion in 2023.

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

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

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

By delivering high

quality results and enhancing procedures through the process, our teams are competitive.

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

The system is highly customized to our business model;

collects and processes large amounts of data every day to optimize our operation and sales.

Through advanced software, we can identify

products that we can lead in various categories.

are focused on three main categories which makes us more competitive in front of our suppliers and logistics.

and Development

research and development team are responsible for the research, algorithm, design, development, and testing of all aspects of our measurement

platform technology.

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

incurred research and development expenses of approximately $0.49 million in 2024 and $1.0 million in 2023, relating to the development

of its applications and technologies.

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

due to reduced headcount and a decrease in subcontractor expenses.

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

contractual protections, to protect our proprietary technology.

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

the validity, enforceability and type of protection of proprietary rights in software-related industries are uncertain and still evolving.

our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use

information that we regard as proprietary.

Policing unauthorized use of our products is difficult, and while we are unable to determine

the extent to which piracy of our software products exists, software piracy can be expected to be a persistent problem.

the laws of some foreign countries do not protect proprietary rights to as great an extent as do the laws of the United States, and effective

Our means of protecting our proprietary

rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.

in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights,

particularly in the software and Internet-related industries.

We can become subject to intellectual property infringement claims as the

number of our competitors grows and our products and services overlap with competitive offerings.

These claims, even if not meritorious,

could be expensive to defend and could divert management’s attention from operating our business.

If we become liable to third

parties for infringing their intellectual property rights, we could be required to pay a substantial award of damages and to develop

non-infringing technology, obtain a license or cease selling the products that contain the infringing intellectual property.

unable to develop non-infringing technology or obtain a license on commercially reasonable terms, if at all.

are subject to a number foreign and domestic laws and regulations that involve matters central to our business.

These laws and regulations

may involve privacy, data protection, intellectual property, or other subjects.

Many of the laws and regulations to which we are subject

are still evolving and being tested in courts and could be interpreted in ways that could harm our business.

In addition, the application

and interpretation of these laws and regulations often are uncertain, particularly in the new and rapidly evolving industry in which

Because global laws and regulations have continued to develop and evolve rapidly, it is possible that we, our products, or

our platform may not be, or may not have been, compliant with each such applicable law or regulation.

particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal

states have passed laws requiring notification to data subjects when there is a security breach of personally identifiable

There are also a number of legislative proposals pending before the U.S.

Congress, various state legislative bodies and foreign

governments concerning data protection.

In addition, data protection laws in Europe and other jurisdictions outside the United States

can be more restrictive than those within the United States, and the interpretation and application of these laws are still uncertain

example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for

entities that process personal data about individuals, including obligations to cooperate with European data protection authorities,

implement security measures and keep records of personal data processing activities.

Noncompliance with the GDPR can trigger fines equal

to the greater of €20 million or 4% of global annual revenue.

In addition, the California Consumer Privacy Act of 2018, or CCPA,

effective as of January 1, 2020, gives California residents expanded rights to access and require deletion of their personal information,

opt out of certain personal information sharing, and receive detailed information about how their personal information is used.

provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data

breach litigation.

Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines

of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain

cases criminal liability.

Current pending legislation may result in a change of the current enforcement measures and sanctions.

the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and other applicable laws and regulations

has required significant time and resources, including a review of our technology and systems currently in use against the requirements

of GDPR and other applicable laws and regulations.

We have taken various steps to prepare for complying with GDPR and other applicable

laws and regulations however there can be no assurance that these steps are sufficient to assure compliance.

Further, additional EU laws

and regulations (and member states’ implementations thereof) further govern the protection of individuals and of electronic communications.

If our efforts to comply with GDPR or other applicable laws and regulations are not successful, we may be subject to penalties and fines

that would adversely impact our business and results of operations, and our ability to use personal data of individuals could be significantly

operate in a highly competitive industry that is characterized by constant change and innovation.

Changes in the applications and the

programing languages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements.

Our competitors include True Fit, Fit analytics and 3DLook.

principal competitive factors in our market include the following:

Accuracy Size Recommendations :

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

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

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

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

Naiz Platform;

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

loading and size recommendation presenting;

API option (API integration with any website or app);

Optimizations

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

usage analysis by Brands Specialists and BI teams;

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

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

to add/deduct questions to/from widget wizards;

automatically receive size recommendations on all products after initial usage;

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

extensibility and ability to integrate with other technology infrastructures;

operations expertise;

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

cost of ownership;

to industry standards and certifications;

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

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

on customer success with dedicated team.

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

We expect competition to increase as other

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

We expect this to be particularly true as size recommendation for online fashion is a big challenge for the whole industry, making it

attractive for new companies to join this space.

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

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

Capital Management

of March 10, 2025, we had a total of 13 employees, of which all were full-time employees, including 6 in sales and marketing, 2 in

technology and development and 5 in administration and finance.

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

We consider our relationship

with our employees to be good.

Our future success depends on our continuing ability to attract and retain highly qualified engineers,

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

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

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

In particular,

we depend on the skills, experience and performance of our senior management and research personnel.

We compete for qualified personnel

with other hi-tech companies, as well as universities and non-profit research institutions.

provide competitive compensation and benefits programs to help meet the needs of our employees.

In addition to salaries, these programs

(which vary by country/region and employment classification) include incentive compensation plan, pension, and insurance benefits, paid

time off, among others.

We also use targeted equity-based grants with vesting conditions to facilitate retention of personnel, particularly

for our key employees.

success of our business is fundamentally connected to the well-being of our people.

Accordingly, we implemented an hybrid work policy

in which the employees can work from home twice a week.

consider our employees to be a key factor to our success and we are focused on attracting and retaining the best employees at all levels

of our business.

Inclusion and diversity is a strategic, business priority.

We employ people based on relevant qualifications, demonstrated

skills, performance and other job-related factors.

We do not tolerate unlawful discrimination related to employment, and strive to ensure

that employment decisions related to recruitment, selection, evaluation, compensation, and development, among others, are not influenced

by race, color, religion, gender, age, ethnic origin, nationality, sexual orientation, marital status, or disability.

Continuous monitoring

to ensure pay equity has been a focus in 2024.

We have continued to improve gender balance in 2024 with a focus on increasing the representation

of women hired as new college graduates.

We are committed to creating a trusting environment where all ideas are welcomed and employees

feel comfortable and empowered to draw on their unique experiences and backgrounds.

consider our relations with our employees to be good.

principal executive offices are located at HaNegev 4 St., POB 1026, Airport City, Israel 7010000, and our telephone number is +972-3-600-9030.

Our website address is www.mysizeid.com .

Any information contained on, or that can be accessed through, our website is not incorporated

by reference into, nor is it in any way a part of, this Annual Report on Form 10-K.

use our website ( www.mysizeid.com ) as a channel of distribution of Company information.

The information we post through this channel

may be deemed material.

Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and

public conference calls and webcasts.

Fashion brands invested approximately

1.6% to 1.8% of revenues in technology in 2021, with technology investment expected to approximately double by 2030.

Key investment priorities

include personalization, AI-driven consumer engagement, size and fit accuracy, and sustainable commerce solutions.

We believe our portfolio

of businesses is positioned to benefit from each of these investment trends.

Approximately 50% of shopping cart abandonments are attributable

to high shipping or return costs, underlining the commercial importance of preventing returns before they occur through accurate size

recommendations.

Fashion Overstock and Inventory

Excess inventory is one of

the most consequential and persistent financial and sustainability challenges facing fashion brands.

The fashion industry produced

an estimated 2.5 to 5 billion items of excess stock in 2023, representing between $70 billion and $140 billion in potential sales

that were never realized, according to the BoF-McKinsey State of Fashion 2025 report.

Industry research shows that approximately 20%

to 30% of apparel inventory goes unsold each season.

The average share of fashion brands’ assortments sold at a discount

increased by five percentage points in the first half of 2024 compared to the prior year.

McKinsey estimates that 30% to 40% of all

apparel is sold at a discount, with many units never sold at all.

Inaccurate size distribution

is a material driver of overstock.

Poor sizing across a product range is estimated to result in profit losses of up to 20% on average,

as certain sizes are systematically over- or under-produced relative to consumer demand.

LVMH and Kering, two of the world’s largest

luxury fashion groups, reported a combined €4.7 billion in excess inventory in 2023, highlighting that overstock is not a challenge

limited to fast fashion but affects brands across all price points.

The cost of holding unsold inventory

is significant and often underestimated.

Industry benchmarks indicate that total carrying costs — including warehousing, insurance,

handling, and opportunity cost — typically run between 20% and 30% of inventory value per year.

Warehousing costs increased 10%

in 2023 due to constrained logistics capacity, compounding the financial burden of overstock positions.

Regulatory pressure is

intensifying the urgency for brands to address overstock.

The EU Ecodesign for Sustainable Products Regulation, approved in July

2024, requires fashion companies to report on the management of unsold textiles beginning in 2025 and will make it illegal to

destroy certain unsold products by July 2026.

In September 2024, California enacted the Responsible Textile Recovery Act (SB 707),

the first Extended Producer Responsibility (EPR) program for textiles in the United States.

The law requires apparel and textile

producers to finance and participate in a statewide system for the collection, repair, reuse, and recycling of covered products

through an approved Producer Responsibility Organization, with full program implementation expected by 2030.

These regulatory developments create structural

demand for the types of managed overstock and recommerce solutions offered by Orgad and Percentil within the MySize group.

Second-Hand Fashion Market

The global second-hand apparel market is

projected to reach $367 billion by 2029, growing at a compound annual growth rate of approximately 10%, according to ThredUp’s

2025 Resale Report, based on research conducted by GlobalData.

The sector is estimated to be expanding at approximately 2.7 times

the rate of the broader global apparel industry.

In 2024, the global second-hand apparel market grew by approximately 15%, and

online resale specifically grew by 23%, its strongest annual growth rate since 2021.

In the United States, the secondhand apparel market

is expected to reach $74 billion by 2029, growing at a compound annual growth rate of approximately 9% — five times faster than

the broader apparel sector in 2024.

Online resale is projected to nearly double by 2029, reaching $40 billion at a CAGR of 13%.

adults report regularly shopping second-hand, with Gen Z leading adoption.

The European second-hand fashion

market, which is the primary geographic focus of our Percentil subsidiary, is supported by both strong consumer demand and an accelerating

regulatory framework.

In Spain specifically, second-hand fashion is projected to grow at a compound annual growth rate of approximately

8.1% through 2034.

Research indicates that European consumers cite cost savings and environmental considerations as the two primary motivations

for purchasing second-hand clothing, with younger demographics driving outsized engagement.

According to ThredUp’s 2025 Resale

Report, 94% of retail executives acknowledge that their customers are already participating in the second-hand market, and 47% of consumers

are more likely to make a first-time purchase from a brand that offers a trade-in or take-back program.

These figures underscore the

dual commercial and loyalty benefits of recommerce programs for fashion brands, and the market opportunity available to Percentil’s B2B

Circular Solutions offering.

Amazon Third-Party Marketplace

According to data from

Marketplace Pulse, Amazon generated approximately $440 billion in U.S.

e-commerce sales in 2025, representing approximately 35.7% of

the $1.2 trillion U.S.

e-commerce market.

Amazon’s dominance in the U.S.

e-commerce market makes it the primary selling

channel for Orgad’s wholesale third-party seller business.

Third-party sellers account for a majority of Amazon’s

overall marketplace volume, representing a large and competitive seller ecosystem within which Orgad’s operational and

technological capabilities are deployed.

Naiz Fit is an AI-driven fashion technology platform headquartered in Bilbao, Spain.

Founded in 2019 and acquired by us in October 2022, Naiz

Fit has evolved from a size recommendation widget into a comprehensive, multi-hub SaaS platform that addresses size and fit challenges

across the entire fashion value chain—from e-commerce conversion to product design, physical retail, and strategic planning.

platform is currently deployed by more than 100 international fashion and footwear brands, including Levi’s, Desigual, Canali,

Moschino, Pepe Jeans, Kiabi, Alberta Ferretti, Hackett, Fabiana Filippi, and Boglioli, among others.

We believe Naiz Fit’s core

differentiator is its integrated platform approach.

Unlike point solutions that solve a single sizing problem at the checkout page, the

Naiz Fit Platform connects four distinct business functions—ecommerce, product design, physical retail, and commercial strategy—into

a unified data and technology layer.

This means a fashion brand working with Naiz Fit is not only reducing sizing-related returns in

its online store;

it is simultaneously generating the data needed to improve next season’s collection fit, personalize the in-store

experience for its customers, and benchmark its sizing practices against the market.

The platform’s value proposition compounds

as more of a brand’s teams adopt it.

The Naiz Fit Platform is organized

into four interconnected hubs, each addressing a distinct stage in the fashion value chain:

the Ecommerce Hub, the Product Hub, the Retail

Hub, and the Strategy Hub.

Within each hub, brands can activate individual solutions or modules depending on their needs.

As of the date of this Annual Report on Form 10-K, the platform has delivered over 45 million size recommendations, conducted over 220,000 physical garment fitting analyses

across more than 60 brands, and supported clients in countries across Europe, North America, Latin America, and Asia.

The acquisition

of ShoeSize.Me AG in September 2025 extended the platform’s coverage into AI-powered footwear sizing, completing a full apparel-and-footwear

size and fit offering under the Naiz Fit umbrella.

Business Model

Naiz Fit operates on a recurring

B2B SaaS subscription model.

Clients pay a subscription fee to access one or more modules within the Naiz Fit Platform, with pricing

structured around the combination of hubs and solutions activated and the volume of usage generated across those solutions.

begin with a single solution—such as the Size Advisor within the Ecommerce Hub—and progressively activate additional hubs

and modules as its adoption of the platform deepens.

This modular approach lowers the barrier to initial adoption while creating a clear

path to contract expansion over time.

The Ecommerce Hub solutions—Size

Advisor, Virtual Try-On, and AI Stylist—are typically priced based on the volume of size recommendations or sessions delivered

to the brand’s shoppers, as these solutions scale directly with traffic and usage.

The Product Hub solutions—Fitting Audit,

Sizing Consistency Audit, and Product Measurement Audit—are typically delivered on a per-project or per-collection basis, as they

involve Naiz Fit’s in-house pattern-making experts and physical garment testing teams performing work that is scoped per engagement.

The Retail Hub’s Naiz Shopper solution involves hardware and software licensing for in-store deployments.

Strategy Hub solutions—Naiz

Merchandising, Naiz Internationalisation, and Naiz Benchmarking—are typically delivered as data subscriptions or advisory retainers.

Naiz Fit integrates into client

e-commerce environments within four to six weeks and is compatible with all major content management systems, including Shopify, Salesforce

Commerce Cloud, VTEX, Magento, PrestaShop, WooCommerce, BigCommerce, and others.

The platform also integrates with all major returns

management systems.

This broad compatibility and rapid integration timeline are core commercial advantages in a market where long implementation

cycles are a common barrier to technology adoption.

Platform and Products

Ecommerce Hub

The Ecommerce Hub is the customer-facing

layer of the platform, focused on improving the online shopping experience through accurate size and fit recommendations and immersive

visualization tools.

It includes three solutions:

Advisor (Naiz Form).

The core size recommendation widget, embedded directly in a retailer’s

product detail page.

The widget uses an anthropometric engine that translates basic consumer

inputs—gender, age, height, weight, and body shape—into 21 body measurements,

which are then matched against a brand-specific, SKU-level sizing model to deliver an individual

size recommendation.

The platform has delivered over 45 million size recommendations to date,

with clients observing average return rate reductions of 15% to 40% and conversion rate improvements

of two to eight times among widget users.

Naiz Form supports 20+ languages and integrates

with all major returns platforms.

Try-On (Naiz Try-On).

A tool that enables shoppers to upload their own image and visualize

how a garment looks on their specific body before purchasing.

Naiz Try-On combines body data,

garment morphology analysis, and 3D visualization to increase purchase confidence, reduce

visual uncertainty, and is designed to be size-and-fit sensitive—showing the consumer

how the same garment looks across different sizes on their own body.

The tool drives engagement

uplift, conversion uplift, and returns reduction.

Stylist (Naiz Assistant).

A conversational AI interface that enables shoppers to receive

personalized outfit suggestions based on their body data, size profile, and style preferences,

The AI Stylist combines size recommendations

and virtual try-on capabilities into a single interaction, creating a digitally personalized

in-store stylist experience.

Currently in advanced development.

The Product Hub addresses the

fitting and sizing accuracy of a brand’s collection before products reach consumers.

It transforms the data generated from consumer

interactions with the Ecommerce Hub—as well as physical garment testing—into actionable product decisions for design and

merchandising teams.

It includes three solutions:

A structured physical product testing service in which Naiz Fit’s community

of over 5,000 registered testers tries on garments across a range of body types and sizes.

The brand receives a report containing tester body data, reported sizes, fitting images,

and qualitative feedback on comfort, fabric quality, and fit across body types.

brands to identify fit issues before a collection goes to market.

Consistency Audit (Naiz Benchmark Insights).

An analysis of how a brand’s sizing

compares to market norms, category norms, and internal consistency across SKUs.

identifies “outlier” SKUs—products that are sized materially differently

from how shoppers expect—and provides the brand with actionable data to correct sizing

before production or to adjust its size recommendation model accordingly.

Measurement Audit.

A technical measurement analysis in which Naiz Fit’s pattern-making

experts analyze a brand’s product specification sheets and 2D technical measurements

to validate sizing models and surface inconsistencies across collections or production batches.

This service can be combined with physical try-on sessions for a comprehensive pre-production

fit validation.

The Retail Hub extends the Naiz

Fit platform into physical stores, enabling brands to offer data-driven sizing experiences in brick-and-mortar environments.

one solution:

Shopper (Phygital Sizing).

A touchscreen-based in-store sizing solution available in

multiple form factors, including smart mirrors, kiosk screens, and mobile companion apps.

Naiz Shopper enables customers to receive personalized size recommendations in-store via

RFID or barcode scanning, filter available in-store stock by their size, receive “goes-with”

and “similar items” recommendations, and request items to be brought to them

from the storeroom.

The solution generates real-time size and consumer behavior data from

retail environments, feeding back into the platform’s overall consumer intelligence

The Naiz Retail solution has received recognition at the Paris Retail Awards.

The Strategy Hub provides brands

with market intelligence and strategic decision support derived from the data generated across the entire Naiz Fit platform ecosystem.

It includes three solutions:

Merchandising.

A data service that helps merchandising and buying teams understand how

size demand is distributed across their catalog, identifying which sizes are consistently

under- or over-produced relative to actual consumer demand.

This enables brands to optimize

their buying and production plans to reduce size-driven overstock and stockouts.

Internationalisation.

A market intelligence tool that helps brands understand how size

norms and consumer body distributions differ across geographies, supporting their international

expansion strategy with sizing data tailored to each target market.

Benchmarking.

A competitive intelligence tool that allows brands to see how their sizing

and fit practices compare to the broader market and to specific competitor segments, providing

context for product and pricing decisions.

Market Description

The global market for artificial

intelligence in fashion was valued at approximately $1.77 billion in 2025 and is projected to grow to approximately $6.99 billion by

2029, at a compound annual growth rate of approximately 40% to 41%, according to research published by The Business Research Company.

More broadly, the global fashion technology market is projected to grow from approximately $254 billion in 2025 to approximately $345

billion by 2030, at a CAGR of approximately 6.3%, according to Grand View Research.

Within the AI in fashion market,

size and fit technology—the category in which Naiz Fit competes—is one of the highest-impact and most commercially validated

subcategories.

Size-related returns consistently represent the largest single category of fashion returns, and the financial cost of

sizing failure cascades across the value chain:

higher return rates compress margins, unsold inventory accumulates from size distribution

errors, and brands that cannot solve fit online face structural disadvantages in e-commerce conversion relative to physical retail.

We believe Naiz Fit’s platform

architecture positions it to capture a disproportionately large share of the AI in fashion market over time for two reasons.

most AI fashion tools address one problem in isolation—size recommendation, virtual try-on, collection planning, or merchandising—Naiz

Fit’s platform addresses all of these from a unified data layer, increasing both the addressable revenue per client and the depth

of competitive lock-in.

Second, the data flywheel created by the platform’s multi-hub architecture creates compounding value:

more brands deploy more hubs, the anthropometric, garment fit, and consumer behavior datasets underlying the platform grow richer, improving

recommendation accuracy and enabling new analytical products that further differentiate the platform from standalone competitors.

We also see significant white

space in the geographic expansion of size and fit technology adoption.

While Naiz Fit currently serves clients predominantly in Europe

and Latin America, with early commercial relationships in North America and the Asia-Pacific region, the U.S.

market—the world’s

largest fashion e-commerce market—remains a primary target for commercial acceleration.

fashion industry is projected

to reach approximately $358 billion by 2025, and online fashion return rates in the U.S.

average approximately 22%, creating a large

and commercially motivated buyer base for accurate size and fit technology.

Over 60% of fashion companies

in the EU had adopted AI-based visual recognition tools for design and trend forecasting as of 2024, up from 38% in 2021, according to

the European Commission’s Joint Research Centre—reflecting the pace of AI adoption in the fashion sector and the expanding

appetite for AI-driven product solutions across the value chain.

We believe Naiz Fit’s multi-hub platform, its expanding footwear

capability through ShoeSize.Me, and its growing proprietary data assets position it to be a leading AI-driven fashion technology platform

as the market matures.

technology-enabled consumer products company that uses machine learning and data analytics to develop, market, and sell products in

e-commerce retailing across global markets.

Orgad has been operating as a third-party seller on Amazon.com since 2016 and was

acquired by us in February 2022.

To date, Orgad has generated substantially all of its revenue as a third-party seller on

Orgad manages more than 5,000 stock-keeping units, or SKUs, across product categories including footwear,

apparel, and accessories.

Business Model

Orgad operates under a

wholesale resale model, also known as third-party selling, in which it purchases products in bulk directly from brands or

manufacturers at wholesale prices and resells them on Amazon.com at a retail margin.

Sales are fulfilled by Amazon through its

Fulfilled by Amazon, or FBA, logistics infrastructure.

Orgad pays Amazon fees for the right to sell on its platform and for

fulfillment and logistics services.

The advantages of the wholesale model include the

ability to purchase lower unit quantities relative to private-label products, greater scalability relative to retail arbitrage sourcing,

and the ability to offer brands broader Amazon marketplace presence.

The primary challenges include competition for the Amazon “Buy

Box”—the featured offer position on a product detail page—and the ongoing cultivation of supplier and brand relationships.

Orgad’s primary competitive advantages on the

Amazon marketplace are its proprietary software systems, which enable it to process large volumes of product and sales data daily to

identify gaps, optimize inventory levels, and manage pricing;

its experienced operations team with expertise in Amazon listing, advertising,

reconciliation, and fulfillment;

and its focus on three core product categories, which it believes enables deeper supplier relationships

and a more competitive cost structure relative to generalist third-party sellers.

Market Description/Opportunities

According to data from Marketplace Pulse and eMarketer,

Amazon generated approximately $440 billion in U.S.

sales in 2025, representing approximately 35.7% of the $1.2 trillion U.S.

market, making it the dominant e-commerce platform in the United States.

e-commerce market is projected to grow at a compound

annual growth rate of approximately 16.4% from 2024 to 2030.

Third-party sellers, including Orgad, account for a majority of Amazon’s

marketplace volume, representing an active and competitive seller ecosystem.

We believe Orgad’s operational capabilities and proprietary

data infrastructure position it to compete effectively in this market.

Percentil is a managed second-hand

fashion recommerce platform founded in Spain in 2012 and acquired by us through our wholly-owned Spanish subsidiary New Percentil, S.L.

Percentil’s mission is to encourage responsible fashion consumption by giving quality pre-owned clothing a second

life, reducing the environmental impact of clothing production, and democratizing access to quality fashion.

Percentil currently operates

across four European markets—Spain, France, Germany, and Italy—through dedicated local-language e-commerce platforms (percentil.com,

percentil.fr, percentil.de, and percentil.it), with its office and operations warehouse headquartered in Madrid, Spain.

Percentil operates what it refers to as a “managed

recommerce” model, which distinguishes it from peer-to-peer resale platforms.

Rather than simply connecting sellers and buyers,

Percentil takes physical custody of garments, applies a rigorous quality control and filtering process, photographs and prices each item

individually, manages all logistics and fulfillment, and handles post-sale customer service.

The quality of second-hand clothing processed

by Percentil is, by its own assessment, at least three times higher than the industry average, reflecting its selective acceptance criteria.

Since its founding, Percentil has received and classified

over 12 million garments, sold more than 5 million garments online, shipped over 600,000 orders, and resolved over 800,000 customer service

Percentil’s catalog currently features over 120,000 unique references from more than 8,000 brands, spanning mass-market

through high fashion.

Percentil has approximately 1 million registered users, approximately half of whom are based in Spain.

Business Model

Percentil’s business model

is built around its managed consignment service.

The process operates as follows:

individual sellers or institutional partners request

a clothing pickup through the Percentil website;

Percentil collects the items, filters them against its quality criteria, photographs

each accepted item, prices it using a proprietary dynamic pricing algorithm, and lists it for sale on the relevant local-language platform;

when an item is sold, it is fulfilled by Percentil from its Madrid warehouse, with delivery within 24 to 48 hours;

and sellers receive

a percentage of the realized selling price as their payout.

Items that do not meet Percentil’s quality standards are either donated

to partner organizations or routed to textile recycling.

In addition to its consumer-facing

consignment service, Percentil operates a B2B Circular Solutions offering targeting fashion brands and retailers.

This offering is structured

across three tiers of engagement:

(i) Consignment, in which Percentil collects unsold season-end inventory or customer returns from a

brand’s warehouse, processes and sells the items on its platform, and shares the revenue with the brand;

(ii) Logistics, in which

Percentil provides its software and operational infrastructure to power the brand’s own branded pre-owned store;

and (iii) Take-Back

(Store Concierge), in which Percentil operates an in-store or online take-back service that allows the brand’s customers to consign

pre-owned items directly through the brand’s physical or digital touchpoints.

This B2B offering positions Percentil as a circular

economy infrastructure provider for fashion brands, and we expect demand for this service to increase as EU extended producer responsibility

and textile recycling regulations take effect across Percentil’s operating markets.

Percentil’s technology

platform includes real-time API infrastructure updating inventory data every five seconds, an automated pricing and discount algorithm,

an advanced CRM system with over 200 automated workflows, and image-based product search.

The platform is connected to MySize Inc.’s

technology capabilities, including the Naiz Fit size recommendation engine, which we believe is a meaningful differentiator for second-hand

commerce where size information is often incomplete.

Market Description

The market for second-hand fashion

is experiencing structural growth across Percentil’s European operating markets, driven by growing consumer demand for sustainable

purchasing options, rising prices for new clothing, and increasing regulatory pressure on fashion brands to take responsibility for the

end-of-life management of their products.

In Spain specifically, a compound annual growth rate of approximately 8.1% is projected for

the second-hand fashion market through 2034.

No single fashion brand or large textile group has established a leadership position in

the physical or online second-hand channel in Spain, which we believe represents a significant market opportunity for Percentil as it

continues to expand its brand and institutional partner relationships.

Percentil’s operational expertise is built

on over 13 years of continuous operation and encompasses more than 300,000 hours of experience in garment classification, quality control,

photography, pricing, logistics, and customer service, and the analysis of over 70,000 brands.

Ten Peacks was incorporated in Israel on July 21, 2025, as a wholly-owned subsidiary of My Size Israel.

Ten Peacks focuses on the marketing

and distribution of global apparel and footwear brands in the Israeli market.

The company commenced commercial operations in the fourth

quarter of 2025, selling items to distributors in Israel, and represents our initial strategic entry into fashion brand distribution

as a distinct business activity.

Ten Peacks is designed to serve

as the MySize group’s distribution arm in Israel, leveraging the group’s existing relationships with global apparel and footwear

brands—relationships built through the commercial activities of Naiz Fit and ShoeSize.Me—to create a new revenue channel

through local-market distribution, wholesale, and brand representation.

By establishing a dedicated distribution entity in Israel, we

aim to formalize and monetize the group’s brand network in a market that has historically welcomed international fashion brands

and where local distribution expertise is a meaningful barrier to entry for brands seeking market access.

Business Model

Ten Peacks operates as a fashion

brand distributor in Israel, acting as the local market partner for international apparel and footwear brands that seek distribution,

wholesale representation, and retail placement in the Israeli market.

The distribution model involves Ten Peacks purchasing or consigning

inventory from brand partners, managing the logistics and commercial relationships with Israeli distributors and retailers, and earning

revenue from the margin between acquisition cost and realized wholesale or retail price.

The Israeli fashion distribution

model typically involves a local distributor serving as the brand’s exclusive or primary market representative, responsible for

managing trade customer relationships across the country’s retail chains, boutiques, and multi-brand stores, as well as for adapting

the brand’s commercial presentation to local market preferences while preserving brand identity.

Ten Peacks is structured to perform

this function across both apparel and footwear categories, reflecting the combined capabilities of the MySize group across these product

Ten Peacks’ commercial

model is differentiated by its access to the MySize group’s technology infrastructure.

Brands distributed by Ten Peacks in Israel

can be offered the full suite of Naiz Fit and ShoeSize.Me size and fit technology, enabling Ten Peacks to bring technology-enhanced distribution

to the Israeli market.

We believe this integrated offering—combining local distribution expertise with proven e-commerce size and

fit technology—is a meaningful differentiator relative to traditional Israeli fashion distributors and creates additional commercial

value for brand partners beyond standard wholesale representation.

Market Description and Opportunities

The Israeli apparel retail market

generated revenues of approximately $4.4 billion in 2024, according to MarketLine, with the womenswear segment representing the largest

share at approximately $2.1 billion.

The Israeli fashion e-commerce market generated approximately $1.64 billion in online revenue in

2024, with an online market share of 20% to 25% of total fashion retail.

The Israeli fashion market overall is projected to grow by approximately

8.9% between 2024 and 2029, reaching a market volume of approximately $2.1 billion in fashion e-commerce by 2029, according to Statista.

The Israeli market has historically

demonstrated strong receptivity to international fashion brands.

A significant proportion of the country’s fashion retail activity

is driven by internationally recognized labels, with established players including Zara, H&M, Nike, and Uniqlo maintaining strong

presences in the market.

Approximately one third of all franchises operating in Israel are in the apparel and fashion sector, according

to data from the U.S.

Department of Commerce’s International Trade Administration, and the franchise and distribution model is

the dominant channel through which international brands access Israeli consumers.

We believe Ten Peacks is positioned

to compete in this market by leveraging three distinct advantages:

first, the pre-existing brand relationships built through the Naiz

Fit and ShoeSize.Me client base, which includes over 100 international fashion and footwear brands that are existing commercial partners

of the MySize group;

second, the ability to offer brand partners an integrated distribution and technology proposition that includes

size and fit solutions alongside local market representation;

and third, the operational infrastructure and market knowledge of My Size

Israel, which has been operating in the Israeli market since the Company’s early development stage and provides Ten Peacks with

an established local foundation.

Research and Development

Research and development is a

core strategic activity across the MySize group.

Our subsidiaries’ proprietary technologies serve a dual purpose:

generating direct

commercial revenue from brand clients and retailers while simultaneously building shared infrastructure that makes the broader group

more operationally efficient, more data-rich, and more competitively differentiated.

We incurred research and development expenses of

approximately $0.6 million in 2025 and approximately $0.49 million in 2024.

Naiz Fit and ShoeSize.Me — Fashion AI

and Size & Fit Technology

The largest share of the group’s

R&D investment is concentrated in Naiz Fit, whose engineering and data science team is responsible for three interconnected proprietary

technology layers.

The first is a proprietary anthropometric engine that translates basic consumer inputs into 21 body measurements,

trained and continuously refined against a growing dataset of real consumer body data and validated through over 220,000 physical garment

try-on sessions.

The second is a garment modelling technology that creates a per-SKU digital fit model for each product by combining

technical measurements with physical try-on data and brand-specific fit rules—enabling size recommendations at the individual product

level rather than relying on generic size charts.

The third is a machine learning layer that ingests consumer behavior data from every

interaction on the platform—recommendations made, sizes chosen, purchases, and returns—to improve algorithm accuracy at scale

and power the platform’s analytics products.

ShoeSize.Me contributes a complementary

and architecturally distinct technology:

an AI-powered footwear sizing engine built on a database of over 92 million shopper experiences

across more than 1.2 million shoe models and 19 international size scales.

Its peer-comparison approach—inferring a consumer’s

correct size in a new shoe based on shoes they already own—addresses the specific complexity of footwear sizing that apparel-focused

algorithms cannot solve.

Together, Naiz Fit and ShoeSize.Me give the group unified AI-driven size and fit coverage across both apparel

and footwear.

These technologies generate direct

SaaS revenue from brand clients, but their value extends across the group.

Naiz Fit’s anthropometric and garment modelling infrastructure

is being integrated into Percentil’s recommerce platform, where size recommendation for pre-owned garments—which typically

lack structured product data—is a significant consumer friction point.

The ShoeSize.Me footwear database is also relevant to Orgad’s

and Ten Peacks’ footwear product operations.

We believe the cross-subsidiary application of these technologies is an important

and underdeveloped source of group-level competitive value.

Orgad — E-Commerce Intelligence and Pricing

Orgad’s R&D focuses

on the proprietary software systems that drive its operational performance as a large-scale Amazon third-party seller.

Its inventory

intelligence system processes daily product and market data across more than 5,000 SKUs to identify demand gaps and optimize stock levels—ensuring

year-round availability, including through peak trading periods when competitors experience stockouts.

Its dynamic pricing system monitors

competitive conditions on the Amazon marketplace in real time and adjusts pricing algorithmically to optimize the balance between margin

and Buy Box competitiveness at a scale that would be unmanageable through manual price-setting.

Orgad also operates internal advertising

efficiency tools that dynamically allocate Amazon advertising spend based on conversion performance, margin contribution, and inventory

Together, these systems are a core operational asset and a meaningful competitive barrier relative to less technologically sophisticated

third-party sellers.

Percentil — Second-Hand Garment Processing

Percentil’s R&D is

focused on the proprietary processes and systems required to operate a high-quality managed recommerce platform at scale, where every

item received is a unique SKU requiring individual assessment, pricing, and management.

Its garment intake and classification process—refined

over 13 years and more than 12 million garments received—encodes accumulated knowledge of over 70,000 brands to enable rapid and

consistent quality decisions at high volume.

Its automated dynamic pricing algorithm values each accepted item by reference to brand,

condition, category, seasonality, and real-time demand signals from the platform, and manages automatic discount scheduling for items

that do not sell within a defined window.

Its real-time inventory API updates item availability and pricing across four country-specific

platforms every five seconds—operationally critical given that every item exists as a single unit.

An advanced CRM with over 200

automated workflows manages the full seller and buyer lifecycle, enabling Percentil to process the volume of its operations without proportional

headcount growth.

Percentil’s garment data—spanning

12 million classified items across tens of thousands of brands—also represents a unique second-hand market dataset with potential

applications for Naiz Fit’s garment modelling technology as the group’s data integration capabilities develop.

Group-Level Technology Strategy

We view the R&D activities

of our subsidiaries as components of a shared group-level technology strategy rather than isolated unit-level investments.

The data generated

across our businesses—consumer body measurements and garment fit data from Naiz Fit, footwear sizing data from ShoeSize.Me, product

demand and pricing data from Orgad, and garment classification and resale data from Percentil—forms a compounding proprietary data

asset that becomes more valuable as integration between business units deepens.

We intend to continue investing in this integration,

and in new AI-driven capabilities including the Naiz Assistant conversational stylist and the Naiz LLM data interface, which we believe

will further differentiate the MySize platform over time.

Proprietary Rights

We rely on a combination of patent,

copyright, trademark, and trade secret laws in the United States and other jurisdictions, as well as contractual protections, to protect

our proprietary technology.

We cannot provide any assurance

that our proprietary rights with respect to our products will be viable or have value in the future since the validity, enforceability,

and type of protection of proprietary rights in software-related industries are uncertain and still evolving.

Despite our efforts to protect

our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard

as proprietary.

Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy

of our software products exists, software piracy can be expected to be a persistent problem.

In addition, the laws of some foreign countries

do not protect proprietary rights to as great an extent as do the laws of the United States, and effective copyright, trademark, trade

secret, and patent protection may not be available in those jurisdictions.

Our means of protecting our proprietary rights may not be

adequate to protect us from the infringement or misappropriation of such rights by others.

Further, in recent years, there

has been significant litigation in the United States involving patents and other intellectual property rights, particularly in the software

and Internet-related industries.

We can become subject to intellectual property infringement claims as the number of our competitors

grows and our products and services overlap with competitive offerings.

These claims, even if not meritorious, could be expensive to

defend and could divert management’s attention from operating our business.

If we become liable to third parties for infringing

their intellectual property rights, we could be required to pay a substantial award of damages and to develop non-infringing technology,

obtain a license, or cease selling the products that contain the infringing intellectual property.

We may be unable to develop non-infringing

technology or obtain a license on commercially reasonable terms, if at all.

Government Regulation

We are subject to a number of

foreign and domestic laws and regulations that involve matters central to our business.

These laws and regulations may involve privacy,

data protection, intellectual property, or other subjects.

Many of the laws and regulations to which we are subject are still evolving

and being tested in courts and could be interpreted in ways that could harm our business.

In addition, the application and interpretation

of these laws and regulations often are uncertain, particularly in the new and rapidly evolving industry in which we operate.

global laws and regulations have continued to develop and evolve rapidly, it is possible that we, our products, or our platform may not

be, or may not have been, compliant with each such applicable law or regulation.

In particular, we are subject

to a variety of federal, state, and international laws and regulations governing the processing of personal data.

passed laws requiring notification to data subjects when there is a security breach of personally identifiable data.

There are also a

number of legislative proposals pending before the U.S.

Congress, various state legislative bodies, and foreign governments concerning

data protection.

In addition, data protection laws in Europe and other jurisdictions outside the United States can be more restrictive

than those within the United States, and the interpretation and application of these laws are still uncertain and in flux.

For example, the General Data

Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities that process personal

data about individuals, including obligations to cooperate with European data protection authorities, implement security measures, and

keep records of personal data processing activities.

Noncompliance with the GDPR can trigger fines equal to the greater of €20 million

or 4% of global annual revenue.

In addition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives

California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information

sharing, and receive detailed information about how their personal information is used.

The CCPA provides for civil penalties for violations,

as well as a private right of action for data breaches that is expected to increase data breach litigation.

Further, failure to comply

with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority,

may expose us to administrative fines, civil claims (including class actions), and in certain cases criminal liability.

Given the breadth

and depth of changes in data protection obligations, meeting the requirements of GDPR and other applicable laws and regulations has required

significant time and resources, including a review of our technology and systems currently in use against the requirements of GDPR and

other applicable laws and regulations.

We have taken various steps to prepare for complying with GDPR and other applicable laws and regulations;

however, there can be no assurance that these steps are sufficient to assure compliance.

If our efforts to comply with GDPR or other

applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business

and results of operations, and our ability to use personal data of individuals could be significantly impaired.

Percentil is additionally subject

to EU and Spanish regulations governing second-hand goods, consumer rights, textile waste, and extended producer responsibility.

EU initiatives

aimed at establishing a circular economy for textiles, including the proposed revision of the EU Waste Framework Directive and the EU

Strategy for Sustainable and Circular Textiles, are expected to impose new obligations on fashion producers and create new market opportunities

for recommerce platforms.

We are monitoring the development of these regulatory frameworks and their implications for Percentil’s

We operate in a highly competitive

industry characterized by constant change and innovation.

Changes in the applications and programming languages used to develop applications,

devices, operating systems, and the broader technology landscape result in evolving customer requirements across each of our business

In the AI-driven size and fit

technology market, our primary competitors include True Fit, Fit Analytics (now a Snap company), 3DLook, Measmerize, and Sizebay.

Fit and Fit Analytics are established players with significant installed bases, while 3DLook focuses on 3D body measurement and virtual

Measmerize and Sizebay represent a newer generation of size recommendation solutions with growing commercial traction.

we compete primarily on the basis of recommendation accuracy, integration breadth, the comprehensiveness of our platform (which extends

beyond size advisory to include garment modelling, retail solutions, and consumer data services), and our combined apparel and footwear

coverage following the acquisition of ShoeSize.Me.

In the Amazon third-party marketplace,

Orgad competes with a large and fragmented population of third-party sellers across its product categories.

Competition is primarily

based on pricing, product selection, inventory availability, and seller performance metrics as measured by Amazon.

In the European fashion recommerce

market, Percentil competes with other second-hand platforms including Vinted, Wallapop, and category-specific resale platforms, as well

as with the in-house sustainability programs of large fashion groups.

We believe Percentil’s managed recommerce model, its B2B

Circular Solutions offering, and its operational infrastructure differentiate it from peer-to-peer marketplace competitors.

We believe we generally compete

favorably with our competitors in each of our business segments.

We expect competition to increase as established and emerging companies

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

Many of our competitors have

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

distribution, and larger and more mature intellectual property portfolios.

Human Capital Management

As of April 12, 2026, we had

a total of 45 employees, all of whom were full-time employees, including 12 in sales and marketing, 8 in technology and development,

and 25 in administration and finance.

None of our employees are represented

by a collective bargaining agreement, nor have we experienced any work stoppage.

We consider our relationship with our employees to be

Our future success depends on our continuing ability to attract and retain highly qualified engineers, sales and marketing, account

management, and senior management personnel.

We provide competitive compensation

and benefits programs to help meet the needs of our employees.

In addition to salaries, these programs (which vary by country and employment

classification) include incentive compensation plans, pension and insurance benefits, paid time off, and equity-based grants with vesting

conditions intended to facilitate retention of key personnel.

We believe that our future success

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

We compete for qualified personnel with

other technology and e-commerce companies, as well as universities and non-profit research institutions.

We believe that our diverse

multinational team, operating across Israel, Spain, and Switzerland, is a key asset, and we are committed to inclusion, diversity, and

equitable compensation practices across all of our business units.

We consider our relations with our employees to be

What changed 10-K

Item 1. Business