What changed in this filing

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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-03-27 · 1863 added, 242 removed, 574 unchanged (79% of the section changed)

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OTHER INFORMATION

the quarter ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1

trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation

S-K) except as set forth below:

December 26, 2024, Ronen Luzon, our Chief Executive Officer, terminated a Rule 10b5-1 trading

arrangement for the potential sale of up to 13,086 shares of common stock, none of which

The arrangement was initially adopted on August 31, 2023.

December 26, 2024, Or Kles, our Chief Financial Officer, terminated a Rule 10b5-1 trading

arrangement for the potential sale of up to 3,720 shares of common stock, none of which were

The arrangement was initially adopted on September 14, 2023.

the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”

or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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following table sets forth the name, age and positions of our executive officers and directors.

Executive Officer and Class III Director

Chief Financial Officer

Chief Executive Officer and Class III Director

Oren Elmaliah

Incoming Chief Financial Officer

Operating Officer and Chief Product Officer

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

Golan (1)(2)(3)**

Kaufman (1)(2)(3)**

of our audit committee

of our nominating and corporate governance committee

of our compensation committee

* Effective March 31, 2025, Mr.

Kles resigned as Chief Financial Officer

and effective April 1, 2025, Mr.

Elmaliah has been appointed Chief Financial Officer.

Chief Financial Officer

Chief Operating Officer and Chief Product Officer

Borja Cembrero Saralegui

Chief Growth Officer

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

Class II Director

Roy Golan (1)(2)(3)*

Class I Director

Arik Kaufman (1)(2)(3)*

Class I Director

Guy Zimmerman*

Class II Director

Member of our audit committee

Member of our nominating

and corporate governance committee

Member of our compensation

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

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because of his more than 20 years of experience in the technology sector.

Kles has served as our Chief Financial Officer since May 2016 and resigned effective March 31, 2025.

He is a certified public accountant with a broad, diverse

financial background.

From May 2013 until April 2016 he served as Assistant Controller of Shikun and Binui-Solel Boneh

Infrastructure Ltd.

and from December 2010 until May 2013 he served as an Associate at KPMG.

Kles holds an MBA and a B.A.

Business Management and Accounting (specializing in financing) from The College of Management Academic Studies.

certified public accountant in Israel.

Oren Elmaliah, has served

as a member of our board of directors since May 2017 until March 2025.

Elmaliah has served as a member of our board of directors since May 2017 until March 2025.

Effective April 1, 2025, Mr.

Elmaliah has been appointed Chief

Financial Officer to replace Mr.

In September 2015, Oren Elmaliah founded Accounting Team IL and has acted as Account Manager since

Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad.

Since February

Elmaliah has served as controller of Enlivex Therapeutics Ltd., and since January 2017 he has served as Chief Financial Officer

of Presstek Israel.

has been appointed Chief Financial Officer to replace Mr.

In September 2015, Oren Elmaliah founded Accounting Team IL and has acted

as Account Manager since then.

Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel

Since February 2017, Mr.

Elmaliah has served as controller of Enlivex Therapeutics Ltd., and since January 2017 he has served

as Chief Financial Officer of Presstek Israel.

In addition, since September 2015, Mr.

Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics

Israel and since September 2015 he has served as Local Financial Report Consultant of Chiasma.

From July 2011 until August 2015, Mr.

Elmaliah served as CPA, Financial Director of CFO Director Ltd and from June 2010 until July 2011 he served as Risk Management Consultant

of RSM International Limited.

Elmaliah has served as an Israel Authorities Reporting

Officer of LG Electronics Israel and since September 2015 he has served as Local Financial Report Consultant of Chiasma.

From July 2011

until August 2015, Mr.

Elmaliah served as CPA, Financial Director of CFO Director Ltd and from June 2010 until July 2011 he served as

Risk Management Consultant of RSM International Limited.

Elmaliah holds a B.A.

in Accounting/Economics and a Msc.

in Finance/Accounting from Tel Aviv University,

in Finance/Accounting

from Tel Aviv University, Israel.

He is a licensed Certified Public Accountant in Israel.

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

Cembrero Saralegui has served as Chief Executive Officer of Naiz Fit since co-founding the company in March, 2017.

Naiz Fit, a leading

SaaS solution for size recommendation in the fashion industry, was acquired by My Size, Inc.

in October 2022.

Prior to founding Naiz

Cembrero held roles in business development and strategic consulting, with a focus on digital transformation within the retail

Cembrero received a Double Bachelor’s degree in Law and in Business Administration & Management from the Deusto University.

believe that Mr.

Cembrero is qualified to serve as a member of our board of directors because of his deep expertise in AI-driven sizing

solutions and his proven track record scaling technology startups within the global e-commerce ecosystem.

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

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hi-tech solutions to retailers across the globe.

Roy Golan , has served as a member of our board of directors since March 2025.

as a financial advisor since July 2024 and currently serves as a director of Neurosense Therapeutics Ltd.

NRSN), a Nasdaq listed

company developing treatments for severe neurodegenerative diseases, since July 2024.

Golan previously served as the Chief Financial

Officer of Ayala Pharmaceuticals, Inc.

ADXS), a clinical-stage oncology company, from its merger with BioSight Ltd., a private

pharmaceutical company developing innovative therapeutics for hematological malignancies and disorders, in October 2023 until June 2024.

Golan has served as a member of our board of directors since March 2025.

He acts as a financial advisor since July 2024 and currently

serves as a director of Neurosense Therapeutics Ltd.

NRSN), a Nasdaq listed company developing treatments for severe neurodegenerative

diseases, since July 2024.

Golan previously served as the Chief Financial Officer of Ayala Pharmaceuticals, Inc.

clinical-stage oncology company, from its merger with BioSight Ltd., a private pharmaceutical company developing innovative therapeutics

for hematological malignancies and disorders, in October 2023 until June 2024.

From 2019 to 2023, Mr.

Golan served as Executive VP and Chief Financial Officer of BioSight Ltd.

Golan served as Executive VP and

Chief Financial Officer of BioSight Ltd.

From 2018 to 2019, Mr.

Golan served as

President and Chief Financial Officer of Exalenz Bioscience Ltd.

EXEN), a Tel Aviv Stock Exchange listed global, commercial-stage

diagnostics company which developed its BreathID® technology platform to improve patient care by providing breath-based tests in the

fields of gastroenterology and hepatology and was later acquired by Meridian Bioscience, Inc.

Golan served as President and Chief Financial Officer of Exalenz Bioscience

EXEN), a Tel Aviv Stock Exchange listed global, commercial-stage diagnostics company which developed its BreathID® technology

platform to improve patient care by providing breath-based tests in the fields of gastroenterology and hepatology and was later acquired

by Meridian Bioscience, Inc.

From 2015 to 2018, Mr.

served as the Chief Financial Officer of NeuroDerm (NASDAQ:

NDRM), a Nasdaq listed clinical-stage pharmaceutical company developing next-generation

drug-device combinations for central nervous system disorders, through its initial public offering until its acquisition by Mitsubishi

Tanabe Pharma Group Company, and prior thereto he served as their VP Finance.

Golan holds an LLM from Bar Ilan University as well

as a BA from The College of Management in Rishon LeZion and is also a licensed CPA.

Golan served as the Chief Financial Officer of NeuroDerm (NASDAQ:

NDRM), a Nasdaq listed clinical-stage pharmaceutical company developing next-generation drug-device combinations for central nervous

system disorders, through its initial public offering until its acquisition by Mitsubishi Tanabe Pharma Group Company, and prior thereto

he served as their VP Finance.

Golan holds an LLM from Bar Ilan University as well as a BA from The College of Management in Rishon

LeZion and is also a licensed CPA.

We believe that Mr.

Golan is qualified to serve as a member of our board

of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,

and financial regulation.

Golan is qualified to serve as a member of our board of directors because of his

vast finance experience and public company management and administration in the fields of finance, accounting, and financial regulation.

Kaufman has served as a member of our board of directors since June 2017.

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

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

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

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

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

III, comprised of one director, initially Ronen Luzon (with his term expiring at our 2027 annual meeting of stockholders and members

of such class serving successive three-year terms).

Class I, comprised of two

directors, initially Arik Kaufman and Roy Golan (with their initial terms expiring at our 2028 annual meeting of stockholders and

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

Class II, comprised of

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

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

Class III, comprised of

one director, initially Ronen Luzon (with his term expiring at our 2027 annual meeting of stockholders and members of such class

serving successive three-year terms).

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

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board of directors has reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly.

Based upon this review, we believe that Arik Kaufman, Roy Golan, Oron Branitzky and Guy Zimmerman qualify as independent directors

in accordance with the standards set by the Nasdaq and Rule 10A-3 promulgated under the Exchange Act.

Based upon this review, we believe that Arik Kaufman, Roy Golan, Oron Branitzky and Guy Zimmerman qualify as independent directors in

accordance with the standards set by the Nasdaq and Rule 10A-3 promulgated under the Exchange Act.

audit committee is comprised of Oron Branitzky, Roy Golan and Arik Kaufman.

Golan serves as chairman of the audit committee.

The audit committee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services

audit committee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services

performed by our independent registered public accounting firm and reviewing our annual financial statements, accounting policies and

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compensation committee consists of Oron Branitzky, Roy Golan and Arik Kaufman.

Branitzky serves as chairman of the compensation

Branitzky serves as chairman of the compensation committee.

compensation committee’s roles and responsibilities include making recommendations to the Board of Directors regarding the compensation

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members of the nominating and corporate governance committee are Oron Branitzky, Roy Golan and Arik Kaufman.

Kaufman serves as

chairman of the corporate governance and nominations committee.

The nominating and corporate governance committee acts under a written

charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate

governance committee’s composition and meetings.

The nominating and corporate governance committee charter is available on our

website www.mysizeid.com .

Kaufman serves as chairman

of the corporate governance and nominations committee.

The nominating and corporate governance committee acts under a written charter,

which more specifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance

committee’s composition and meetings.

The nominating and corporate governance committee charter is available on our website www.mysizeid.com .

nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for

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to be nominated:

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

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

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

broad fiduciary responsibility.

should be accomplished

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

should have relevant experience

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

should be of high moral

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

responsibility.

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

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have been no material changes to the procedures by which our stockholders may recommend nominees to our Board of Directors from those

procedures set forth in our Proxy Statement for our 2024 Annual Meeting of Stockholders, filed with the SEC on November 4, 2024.

procedures set forth in our Proxy Statement for our 2025 Annual Meeting of Stockholders, filed with the SEC on July 8, 2025.

EXECUTIVE COMPENSATION

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following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2025 and December

Name and Principal

Name and Principal Position

Salary ($) (1)

Stock Awards ($)

Option Awards ($) (3)

All Other Compensation ($)

Chief Executive Officer

Oren Elmaliah

Chief Financial Officer

Chief Operating Officer

Salary for the years 2024 and 2023 are based on average US$/NIS representative exchange rates of NIS 3.699 and NIS 3.687 respectively.

Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2024 and 2023, computed

in accordance with FASB ASC Topic 718.

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

executive officers.

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

statements for the year ended December 31, 2024 and Note 4 to our condensed consolidated interim financial statements for the quarterly

period ended September 30, 202 4 .

Borja Cembrero Saralegui (2)

Chief Growth Officer

(1) Salary for the years 2025 and 2024 are based on average US$/NIS representative exchange rates of NIS 3.45

and NIS 3.699 respectively.

(2) Salary for the years 2025 and 2024 are based on average EUR/US$ representative exchange rates of $1.131

and $1.082 respectively.

(3) Amounts in this column represent the grant date fair value of options granted to the named executive officers

during 2025 and 2024, computed in accordance with FASB ASC Topic 718.

These amounts do not necessarily correspond to the actual value

that may be realized by the named executive officers.

The assumptions made in valuing the options reported in this column are discussed

in Note 14 to our audited financial statements for the year ended December 31, 2025 and Note 4 to our condensed consolidated interim financial

statements for the quarterly period ended September 30, 2025.

Other Compensation Table

“All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:

social benefits**

Oren Elamaliah

Borja Cembrero Saralegui

Manager’s insurance and education funds are customary benefits provided to employees based in Israel.

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Luzon will serve as our Chief Executive Officer.

Effective July 1, 2024,

Luzon’s monthly base salary was increased to NIS 60,5 00 from NIS 55,000 per month as his base salary and is eligible to receive such bonus as determined by us.

Luzon shall be entitled social benefits and to other benefits, including, but not limited to, contributions towards an education

fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days,

sick leave and expense reimbursement.

Pursuant to the terms of the Luzon Employment Agreement and subject to certain conditions, payments

made by the Company to the pension fund or manager’s insurance fund shall be made in lieu of severance payments due to Mr.

The term of the Luzon Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party

provides written notice to the other party at least 75 days in advance of the termination of such agreement.

We may also terminate Mr.

Luzon’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined in the Luzon Employment

November 18, 2018, My Size Israel entered into an employment agreement with Or Kles, or the Kles Employment Agreement, pursuant to which

Kles will serve as our Chief Financial Officer.

Effective July 1, 2024, Mr.

Kles’ monthly base salary was increased to NIS 41,800 from NIS 38,000

per month and is eligible to receive such bonus as determined by us.

Luzon’s monthly base

salary was increased to NIS 60,500 from NIS 55,000 per month as his base salary and is eligible to receive such bonus as determined by

In addition, Mr.

Kles shall be entitled

to social benefits and other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s

insurance, insurance coverage, including insurance in case of disability, annual vacation days, sick leave and expense reimbursement.

Pursuant to the terms of the Kles Employment Agreement and subject to certain conditions, payments made by us to the pension fund or

the manager’s insurance fund shall be made in lieu of severance payments due to Mr.

The term of the Kles Employment Agreement

shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party

at least 75 days in advance of the termination of such agreement.

We may also terminate Mr.

Kles’s employment without prior written

notice (or payment in lieu of such notice) for Cause (as defined in the Kles Employment Agreement).

Luzon shall be entitled social benefits and to other benefits, including, but not limited to, contributions towards

an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation

days, sick leave and expense reimbursement.

Pursuant to the terms of the Luzon Employment Agreement and subject to certain conditions,

payments made by the Company to the pension fund or manager’s insurance fund shall be made in lieu of severance payments due to

The term of the Luzon Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either

party provides written notice to the other party at least 75 days in advance of the termination of such agreement.

We may also terminate

Luzon’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined in the Luzon Employment

as of March 1, 2025, and in connection with Mr.

Elmaliah’s appointment as the Company’s Chief Financial Officer, the Company

entered into an agreement with Mr Elmaliah and Accounting Team Ltd., an entity 100% owned by Mr.

Elmaliah, pursuant to which it was engaged

to provide bookkeeping, controller and CFO services.

Under the agreement, the Company agreed to pay Accounting Team a monthly fee of

NIS 63,000 (approximately $20,000) for the provision of these services.

November 18, 2018, My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant

Pardo will serve as our Chief Product Officer.

Pardo receives

NIS 47,500 per month as her base salary and is eligible to receive such bonus as determined by us.

Pardo receives NIS 47,500 per month as her base salary and is eligible

to receive such bonus as determined by us.

In addition, Ms.

be entitled to social benefits and other benefits, including, but not limited to, contributions towards an education fund, pension scheme,

manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days, sick leave and expense

reimbursement.

Pursuant to the terms of the Pardo Employment Agreement and subject to certain conditions, payments made by us to the

pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Ms.

The term of the Pardo

Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice

to the other party at least 75 days in advance of the termination of such agreement.

Pardo shall be entitled to social benefits and other benefits, including,

but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, including

insurance in case of disability, annual vacation days, sick leave and expense reimbursement.

Pursuant to the terms of the Pardo Employment

Agreement and subject to certain conditions, payments made by us to the pension fund or the manager’s insurance fund shall be made

in lieu of severance payments due to Ms.

The term of the Pardo Employment Agreement shall be effective as of September 1, 2018

and shall continue until such time either party provides written notice to the other party at least 75 days in advance of the termination

of such agreement.

We may also terminate Ms.

Pardo’s employment

without prior written notice (or payment in lieu of such notice) for Cause (as defined in the Pardo Employment Agreement).

Pardo’s employment without prior written notice (or payment in lieu of such notice)

for Cause (as defined in the Pardo Employment Agreement).

Borja Cembrero Saralegui

June 1, 2025, Naiz Bespoke Technologies S.L., our wholly owned subsidiary, entered into an executive director agreement with Borja

Cembrero Saralegui, or the Cembrero Agreement, pursuant to which Mr.

Cembrero will serve as our Chief Growth Officer.

Effective June

Cembrero’s monthly base salary was increased to €12,500 (approximately $14,133) from €7,143

(approximately $8,424) per month as his base salary and is eligible to receive such bonus as determined by the Company.

In addition, Mr.

Cembrero shall be entitled to social benefits and to other benefits, including, but not limited to, civil liability insurance,

annual vacation days, sick leave and expense reimbursement.

Pursuant to the terms of the Cembrero Agreement and subject to certain

conditions, in the event of certain qualifying termination events or breaches by the Company as set forth in the Cembrero Agreement,

Cembrero will be entitled to an indemnity equal to two monthly payments for each year of service from September 10, 2020, plus an

additional fixed indemnity equal to six monthly payments reflecting prior service as an employee (March 10, 2017 through September 9,

The term of the Cembrero Agreement shall continue until terminated.

The Company may terminate the Cembrero Agreement upon three

months’ prior written notice, and Mr.

Cembrero may resign upon six months’ prior written notice.

Equity Awards at Fiscal Year-End

following table provides information regarding options held by each of our named executive officers that were outstanding as of December

Name and Principal

and Principal Position

Unexercisable

Shares that Have

Market Value of

Shares, That Have

Luzon - Chief Executive Officer

– Chief Financial Officer

Elmaliah – Chief Financial Officer

Pardo - Chief Operating Officer

The option has a grant date of October 8, 2020, 200 options vested on November 26, 2020, 200 options vested on May 26, 2021, 200

options vested on November 26, 2021, and 200 options vested on May 26, 2022.

The option has a grant date of October 8, 2020, 163 options vested on November 26, 2020, 163 options vested on May 26, 2021, 162

options vested on November 26, 2021, and 162 options vested on May 26, 2022.

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

of employees and directors of the Company for the purchase of an aggregate of 2,947 shares of common stock of the Company (with exercise

prices of $208 per share) to $8.72 per share, which was the closing price for the Company’s common stock on July 13, 2023.

Cembrero Saralegui – Chief Growth Officer

Consists of (i) 12,500 restricted shares with a grant date of September 29, 2022 and vesting in three equal installments on January

1, 2023, January 1, 2024, and January 1, 2025, and (ii) 37,500 restricted shares with a grant date of February 14, 2024 and

vesting in three equal installments on January 1, 2025, January 1, 2026, and January 1, 2027.

Consisting of (i) 3,000 restricted shares with a grant date of September 29, 2022 and vesting in three equal installments on January

1, 2023, January 1, 2024, and January 1, 2025, and (ii) 18,750 restricted share with a grant date of February 14, 2024 and

vesting in three equal installments on January 1, 2025, January 1, 2026, and January 1, 2027.

1, 2023, January 1, 2024, and January 1, 2025, (ii) 37,500 restricted shares with a grant date of February 14, 2024 and vesting in

three equal installments on January 1, 2025, January 1, 2026, and January 1, 2027, and (iii) 200,000 restricted shares with a grant date

of September 15, 2025.

The restricted shares are comprised of performance-based restricted stock that will vest subject to

achievement of certain profit and business targets.

Consisting of (i) 3,000 restricted shares with a grant date of September 29, 2022 and vesting in three equal installments on January

1, 2023, January 1, 2024, and January 1, 2025, and (ii) 18,750 restricted shares with a grant date of February 14, 2024 and

vesting in three equal installments on January 1, 2025, January 1, 2026, and January 1, 2027.

1, 2023, January 1, 2024, and January 1, 2025, (ii) 18,750 restricted shares with a grant date of February 14, 2024 and vesting in

three equal installments on January 1, 2025, January 1, 2026, and January 1, 2027, and (iii) 60,000 restricted shares with a grant date

of September 15, 2025.

The restricted shares are comprised of performance-based restricted stock that will vest subject to

achievement of certain profit and business targets, or time-based restricted stock that vest in three equal annual installments on

January 1, 2026, January 1, 2027, and January 1, 2028, in each case subject to the executive officer’s continued service

through the applicable vesting date.

Consisting of (i) 30,000 restricted shares with a grant date of September 15, 2025.

The restricted shares vest in three equal annual installments

on January 1, 2026, January 1, 2027, and January 1, 2028, in each case subject to the executive officer’s continued service through

the applicable vesting date.

(4) Consisting of (i) 100,000 restricted shares with a grant date of September 15, 2025.

The restricted shares are comprised of performance-based

restricted stock that will vest subject to achievement of certain profit and business targets, or time-based restricted stock that vest

in three equal annual installments on January 1, 2026, January 1, 2027, and January 1, 2028, in each case subject to the executive officer’s

continued service through the applicable vesting date.

following table sets forth compensation information for our non-employee directors for the year ended December 31, 2025.

Fees earned or

Oron Barnitzky

Guy Zimmerman

for the year 2024 are based on average US$/NIS representative exchange rates of NIS 3.699.

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

with FASB ASC Topic 718.

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

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

for the year ended December 31, 2024.

Fees for the year 2025

are based on average US$/NIS representative exchange rates of NIS 3.45.

Amounts in this column

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

ASC Topic 718.

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

The assumptions made in valuing the options reported in this column are discussed in Note 7 to our financial statements for the year

ended December 31, 2025.

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

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

December 15, 2025, the Board of Directors of the Company granted shares of restricted stock under the 2017 Plan to each director,

pursuant to which they were each issued 15,000 restricted shares.

The restricted shares vested on December 31, 2025.

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

Ownership of Certain Beneficial Holders and Management

following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 10, 2025 by (i)

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

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

Except as otherwise indicated, the persons named in the table

below have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where

following table sets forth certain information regarding beneficial ownership of shares of our common stock as of April 14, 2026 by

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

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

Except as otherwise indicated, the persons named

in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property

laws, where applicable.

Beneficial Owner (1)

of Common Stock Beneficially Owned

Shares of Common Stock Beneficially Owned

Percentage (2)

Executive officers and directors:

Borja Cembrero Saralegui

Oren Elmaliah

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Guy Zimmerman

All Executive Officers and Directors as a Group

On March 7, 2025, Oren Elmaliah resigned as a member of the board of directors.

Effective April 1, 2025, we appointed Mr.

Elmaliah as Chief Financial Officer who is replacing Mr.

Kles who resigned effective March 31,

Elmaliah has nevertheless been included in the table above.

All Executive Officers and Directors as a Group (8 persons)

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

1026, Airport City, Israel 7010000 unless otherwise indicated

The calculation in this column is based upon 2,110,748 shares of common stock outstanding on March 10, 2025.

Beneficial ownership is

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

Shares of common stock that are currently exercisable or exercisable within 60 days of March 10, 2025 are deemed to be beneficially owned

The calculation in this column is based upon 4,818,164 shares of common stock outstanding on April 14, 2026.

Beneficial ownership is determined

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

of common stock that are currently exercisable or exercisable within 60 days of April 14, 2026 are deemed to be beneficially owned

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

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

Consists of (i) 50,000 shares of restricted stock granted under the 2017 Plan, (ii) options to purchase up to 800 shares of our common

stock, (iii) 21,750 shares of restricted stock granted to Billy Pardo, Ronen Luzon’s spouse under the 2017 Plan, and (iv)

options to purchase up to 400 shares of our common stock which are held by Ms.

Luzon may be deemed to beneficially hold

the securities of us held by Ms.

Consists of (i) 21,750 shares of restricted stock granted under the 2017 Plan, and (ii) an option to purchase 400 shares of our common

Does not include an aggregate of 14,970 shares of restricted stock over which Mr.

Kles has been designated the initial proxy

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

and EGI Acceleration, S.L.

Consists of (i) 21,750 shares of restricted stock granted under the 2017 Plan, (ii) options to purchase up to 400 shares of our common

stock, (iii) 50,000 shares of restricted stock which are held by Ronen Luzon, Billy Pardo’s spouse, and (iv) options to purchase

up to 800 shares of our common stock which are held by Mr.

Pardo may be deemed to beneficially hold the securities of the

Company held by Mr.

Consists of options to purchase up to 150 shares of our common stock and 2,500 shares of restricted stock.

Consists of 2,500 shares of restricted stock.

Consists of (i) 34,085 shares of common stock, (ii) 250,000 shares of restricted stock granted under the 2017 Plan, and (iii) 78,750

shares of restricted stock granted to Billy Pardo, Ronen Luzon’s spouse under the 2017 Plan.

Luzon may be deemed to

beneficially hold the securities of the Company held by Ms.

Consists of (i) 78,750 shares of restricted stock granted under the 2017 Plan, and (ii) 250,000 shares of restricted stock which are

held by Ronen Luzon, Billy Pardo’s spouse.

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

(5) Consists of;

(i) 110,000 shares of restricted stock granted under the

2017 Plan, (ii) 7,965 shares of common stock, and (iii) an option to purchase 2,792 shares of our common stock.

Consists of 17,500 shares of restricted stock granted under the 2017 Plan.

Consists of 32,500 shares of restricted stock granted under the 2017 Plan.

Consists of 17,500 shares of restricted stock granted under the 2017 Plan.

Consists of 15,000 shares of restricted stock granted under the 2017 Plan.

are not aware of any arrangement that might result in a change in control in the future.

6 unchanged sentences

Plan Israel Grantees Sub-Plan.

The 2017 Equity Incentive Plan initially authorized the issuance of up to 667 shares of common stock

under the plan and the 2017 Consultant Equity Incentive Plan initially authorized the issuance of up to 1,000 shares of common stock

under the plan.

The 2017 Equity Incentive Plan initially authorized the issuance of up to 667 shares of common stock under

the plan and the 2017 Consultant Equity Incentive Plan initially authorized the issuance of up to 1,000 shares of common stock under

February 12, 2018, our stockholders approved an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximum number

of shares of our common stock available for issuance under the plan from 1,000 to 1,500.

On July 3, 2018, our stockholders approved

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

On July 3, 2018, our stockholders approved an

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

the plan from 667 to 1,000 and an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximum number of shares of

8 unchanged sentences

7,250 shares to 28,850 shares.

December 7, 2022, our stockholders approved an increase in the shares available for issuance under the 2017 Equity Plan from 28,850 shares

to 36,125 shares.

December 27, 2023, our stockholders approved an increase in the shares available for issuance under the 2017 Equity Plan from 36,125

shares to 130,000 shares.

December 27, 2023, our stockholders approved an increase in the shares available for issuance under the 2017 Equity Plan from 36,125

September 4, 2025, our stockholders approved an increase in the shares available for issuance under the 2017 Equity Plan from 130,000

shares to 756,691 shares.

6 unchanged sentences

future issuance under

equity compensation

equity compensation plans

(excluding securities

reflected in column

Equity compensation plans approved

by security holders

Equity compensation plans

not approved by security holders

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

17 unchanged sentences

Stock and Restricted Stock Unit Grants

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

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

Such restricted stock

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

February 7, 2022, My Size Israel 2014 Ltd, or My Size Israel, entered into a Share Purchase Agreement, or the Orgad Agreement, with Amar

February 7, 2022, My Size Israel entered into a Share Purchase Agreement, or the Orgad Agreement, with Amar

Guy Shalom and Elad Bretfeld, or the Orgad Sellers, pursuant to which the Orgad Sellers agreed to sell to My Size Israel all of the issued

6 unchanged sentences

The transaction closed on the same day.

In February 2024, we paid the remaining $700,000 of the Orgad cash Consideration to the Orgad Sellers, net of a settlement

amount of $275,000.

payment of the earn out is further subject in each case to the Orgad

Sellers being actively engaged with Orgad at the date such payment is due (except if the Orgad Sellers resign due to reasons relating

to material reduction of salary or adverse change in their position with Orgad or its affiliates).

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

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

payment of the earn out is further subject in each case to the Orgad Sellers being actively engaged with Orgad at the date such payment

is due (except if the Orgad Sellers resign due to reasons relating to material reduction of salary or adverse change in their position

with Orgad or its affiliates).

connection with the Orgad Agreement, each of the Orgad Sellers entered into employment agreements with Orgad and six-month lock-up agreements

3 unchanged sentences

The acquisition of Naiz was completed on October 11, 2022.

consideration of the purchase of the shares of Naiz, the Naiz Agreement provided that the Naiz Sellers are entitled to receive (i) )

the Naiz Equity Consideration and (ii) up the Naiz Cash Consideration.

consideration of the purchase of the shares of Naiz, the Naiz Agreement provided that the Naiz Sellers are entitled to receive (i) the

Naiz Equity Consideration and (ii) up the Naiz Cash Consideration.

Naiz Equity Consideration was issued to the Naiz Sellers at closing of the transaction of which 94,632 shares of My Size common stock

52 unchanged sentences

protection of debtors.

Services Agreement

In connection with Oren Elmaliah’s appointment as Chief Financial

Officer effective April 1, 2025, we entered into an agreement with Accounting Team Ltd., an entity 100% owned by Mr.

Elmaliah pursuant

to which it was engaged to provide bookkeeping, controller and CFO services (the “Services”), effective from March 1, 2025.

Under the agreement, the Company agreed to pay Accounting Team a monthly fee of NIS 40,000 (approximately $11,000) for the provision of the Services.

Effective as of March 1, 2025, and in connection with Mr.

appointment as the Company’s Chief Financial Officer, the Company entered into an agreement with Mr Elmaliah and Accounting Team

Ltd., an entity 100% owned by Mr.

Elmaliah, pursuant to which it was engaged to provide bookkeeping, controller and CFO services.

the agreement, the Company agreed to pay Accounting Team a monthly fee of NIS 63,000 (approximately $20,000) for the provision of these

Indemnification

34 unchanged sentences

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements

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

35 unchanged sentences

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

2017 Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement

on Schedule DEF 14A filed on March 2, 2017)

2017 Consultant Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy

Statement on Schedule DEF 14A filed on March 2, 2017)

My Size, Inc.

2017 Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement on Schedule DEF 14A filed on March 2, 2017)

My Size, Inc.

2017 Consultant Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement on Schedule DEF 14A filed on March 2, 2017)

2017 Stock Option Plan Israel Grantees Sub-Plan (incorporated by reference to Exhibit 10.3 to the Company’s Annual

74 unchanged sentences

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 21, 2025)

Insider Trading Policy

of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Report on Form 10-K filed with the SEC on April

My Size, Inc.

Amendment to the My Size, Inc.

2017 Equity Plan (incorporated by reference to Appendix A to the Company’s definitive proxy statement filed with the SEC on July 8, 2025)

Contract for the Transfer of a Production Unit, dated as of May 9, 2025, by and between Casi Nuevo Kids, S.L.

and New Percentil, S.L.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2025)

Share Sale and Purchase Agreement, dated as of September 8, 2025, by and among My Size, Inc., Mr.

Timo Steitz, Mr.

Wilhelm Steitz, Mr.

Ettore Weilenmann and the natural and legal persons indicated in Annex 0 thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8- K filed with the SEC on September 12, 2025)

Lock-Up Agreement, entered into on September 8, 2025, by and among My Size, Inc.

and the stockholders identified on the signature page thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 12, 2025)

Voting Agreement, dated as of September 8, 2025, by and among My Size, Inc.

and the stockholders identified on the signature page thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 12, 2025)

Form of Warrant issued by My Size, Inc.

(incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 12, 2025)

Form of Restricted Stock Award Agreement under the Company’s 2017 Equity Incentive Plan

Executive Director Agreement, between Naiz Bespoke Technlogies, S.L.

and Borja Cembrero Saralegui, dated June 1, 2025

Consulting Agreement, between My Size Israel 2014 Ltd.

and Accounting Team Ltd., dated March 10, 2025.

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Report on Form 10-K filed with the SEC on March 27, 2025)

List of Subsidiaries

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

12 unchanged sentences

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

a management contract or any compensatory plan, contract or arrangement

Filed herewith.

Indicates a management

contract or any compensatory plan, contract or arrangement

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

on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 27th day of March, 2025.

Executive Officer

Executive Officer)

Financial Officer

Financial and Accounting Officer)

on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 15 th day of April, 2026.

MY SIZE, INC.

Chief Executive Officer

(Principle Executive Officer)

Oren Elmaliah

Chief Financial Officer

(Principal Financial and Accounting Officer)

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

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

Executive Officer and Director

Executive Officer)

Financial Officer

Financial and Accounting Officer)

Chief Executive Officer

(Principle Executive Officer)

Oren Elmaliah

Chief Financial Officer

Oren Elmaliah

(Principal Financial and Accounting Officer)

Oron Branitzky

Guy Zimmerman

AND ITS SUBSIDIARIES

FINANCIAL STATEMENTS

OF DECEMBER 31, 2025

DOLLARS IN THOUSANDS

of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets

Statements of Comprehensive Loss

Statements of Shareholders’ Equity

Statements of Cash Flows

to Consolidated Financial Statements

Ha’arba’a Street, PO Box 609

Millennium Tower

Aviv 6100601, Israel

of Independent Registered Public Accounting Firm

the Shareholders and Board of Directors

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of My Size, Inc.

and subsidiaries (the Company) as of December 31, 2025 and

2024, the related consolidated statements of comprehensive loss, shareholders’ equity, and cash flows for each of the years in

the two-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31,

2025, in conformity with U.S.

generally accepted accounting principles.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1b to the consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations

and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern.

Management’s plans

in regard to these matters are also described in Note 1b.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that

was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material

to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole,

and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the

accounts or disclosures to which it relates.

Evaluation of the acquisition-date fair value of the Percentil and ShoeSizeMe technology intangible assets

discussed in Notes 1a and 7 to the consolidated financial statements, on May 9, 2025, a newly-formed, wholly-owned subsidiary of the

Company, New Percentil, entered into a production unit transfer agreement with Casi Nuevo Kids, S.

(Casi Nuevo), pursuant to which New Percentil acquired a production unit

of Casi Nuevo with a trade name of Percentil for total consideration of $45 thousand.

On September 8, 2025, the Company also acquired ShoeSize.Me AG (ShoeSizeMe) for total

consideration of $488 thousand.

The Company recorded technology intangible assets with acquisition-date fair values of $340 thousand for Percentil and $521 thousand for ShoeSizeMe.

The acquired technology intangible assets were valued using the multi-period excess earnings method under the income approach.

We identified the evaluation of the acquisition-date fair value of the Percentil and ShoeSizeMe technology intangible assets as a critical

audit matter.

A high degree of subjective auditor judgment was required to evaluate the key assumptions used to determine the acquisition-date

fair value of the technology intangible assets, specifically, the forecasted cost of sales and operating expenses, revenue growth rates

and discount rates.

Changes to these assumptions could have had a significant impact on the Company’s determination of the acquisition-date

fair value of the technology intangible assets.

Additionally, specialized skills and knowledge were needed to evaluate the discount rates.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design of certain internal

controls related to the Company’s acquisition-date fair value estimation process, including controls related to the development

of the key assumptions noted above.

We evaluated the reasonableness of forecasted cost of sales and operating expenses and revenue growth

rates by comparing them to Percentil’s and ShoeSizeMe’s historical results, industry related third-party data and revenue

trends of comparable entities.

We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the

discount rates used by management in the valuation by comparing them against discount rate ranges that were independently developed using

publicly available market data for comparable entities.

Somekh Chaikin

Firm of KPMG International

have served as the Company’s auditor since 2017.

KPMG Somekh Chaikin, an Israeli partnership and a member firm of the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by guarantee

AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

dollars in thousands (except

Current assets

Cash and cash equivalents

Restricted cash

Account receivables

Other receivables and

prepaid expenses

current assets

Long term deposits

Property and equipment, net

Operating right-of-use asset

Intangible assets

Investment in marketable securities

Other non-current asset

Total non-current assets

Liabilities and shareholders’

Current liabilities

Operating lease liability

Short-term loans

Trade payables

Liabilities to Related parties

Seller payable

Other payables

current liabilities

Long-term loans

Operating lease liability

non-current liabilities

CONTINGENCIES AND COMMITMENTS

Shareholders’ equity

Stock capital -

Common stock of $ 0.001

par value - Authorized:

shares as of December 31,2025 and 2024;

Issued and outstanding:

and 2,040,159

as of December 31,2025 and 2024, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

shareholders’ equity

liabilities and shareholders’ equity

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

AND ITS SUBSIDIARIES

STATEMENTS OF COMPREHENSIVE LOSS

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

ended December 31,

Cost of revenues

Operating expenses

Research and development

Sales and marketing

General and administrative

Impairment of goodwill

Total operating expenses

Operating loss

Financial income (expense), net

Loss before income taxes

Net loss for the year

Other comprehensive income

Foreign currency translation

comprehensive loss

Basic and diluted loss

Basic and diluted weighted average number

of shares outstanding

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

AND ITS SUBSIDIARIES

STATEMENTS OF SHAREHOLDERS’ EQUITY

dollars in thousands (except share data)

comprehensive

stockholders’

Balance as of December 31, 2023

Stock-based compensation related to options and restricted shares granted

to employees and consultants

Issuance of shares for sellers post Business

Effect of reverse stock split

Issuance of shares, net of issuance cost of $ 442

Issuance of shares, net of issuance cost

Exercise of shares in abeyance

Exercise of Warrants

Total comprehensive income

Balance as of December 31, 2024

Stock-based compensation related to options and restricted shares granted

to employees and consultants

Issuance of shares pursuant to At The Market

Offering Agreement for - net of $ 117

issuance costs **

Issuance of shares pursuant to At The Market

Offering Agreement for - net of issuance cost

Investment in Shoe Size Me ***

Total comprehensive income

Balance as of December 31, 2025

(*) Represents

an amount of less than $1.

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

AND ITS SUBSIDIARIES

STATEMENTS OF CASH FLOWS

dollars in thousands

ended December 31,

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash

used in operating activities:

Loss on Disposal of property and equipment

Change in operating lease right-of-use asset

Amortization of intangible assets

Change in liabilities to related parties

Interest on long term liabilities

Interest paid

Revaluation of investment in marketable securities

Stock based compensation

Change in inventory

Impairment of goodwill

Change in account receivables

Change in operating lease liabilities

Chane in other non-current assets

Change in other receivables and prepaid expenses

Change in trade payables

Change in other payables

Change in Seller Payable

Net cash used in operating

Cash flows from investing activities:

Proceeds from short term deposits

Purchase of Percentil

Purchase of Shoe size me

Proceeds from liquidating JV

Purchase of property and

Net cash (used in) provided

by investing activities

Cash flows from financing activities:

Proceeds from issuance of shares, net of issuance

costs and exercise of warrants

Loans received

Repayment of loans

Net cash provided by financing

Effect of exchange rate fluctuations on cash

and cash equivalents

Change in cash and cash equivalents and restricted

Cash and cash equivalents

and restricted cash at the beginning of the year

Cash and cash equivalents and restricted cash

at the end of the year

Ended December 31,

Cash and Cash

Restricted cash

and Cash Equivalents and Restricted Cash at End of the Year

Supplemental disclosure

of non-cash financing activities:

Purchas e of ShoeSizeMe – see Note

Change in operating lease right-of-use asset

and liability due to termination of the lease agreement

Operating lease right-of-use assets acquired through lease liability

Supplemental disclosure of Cash Flow Information:

Cash paid for interest

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

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

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

on algorithms with applications focused on the apparel e-commerce market.

The technology

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

in a variety of novel ways.

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

in September 2025 (refer to note 7), the Company expanded its offering outreach and customer base.

Following the acquisition of Orgad

International Marketing Ltd.

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

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

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

(see note 7), the Company also operates a resale platform that enables consumers to buy and sell primarily secondhand apparel.

Company has nine subsidiaries.

My Size Israel 2014 Ltd.

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

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

incorporated under the laws of Spain namely Naiz Fit and New Percentil, and ShoeSizeMe, which is incorporated in Switzerland.

21, 2025, the Company established Ten Peacks Ltd.

(“Ten Peacks”), which is incorporated in Israel and is a wholly-owned subsidiary

of My Size Israel, that focuses on marketing and distribution of global apparel and shoes brands in Israel.

References to the Company

include the subsidiaries unless the context indicates otherwise.

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

(“Topspin”), a private company

registered in the State of Delaware.

In December 2013, the Company changed its name to Knowledgetree Ventures Inc.

Subsequently, in February

2014, the Company changed its name to My Size, Inc.

Topspin was engaged, through its Israeli subsidiary, in research and development

in the field of cardiology and urology.

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

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

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

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

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

13 of Madrid (Spain).

The Acquisition was completed on May 9, 2025.

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

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

€ 570 (approximately $ 634 ).

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

shares or debt.

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

of ShoeSizeMe (the “Sellers”), who were the holders of 100 % of the share capital of ShoeSizeMe, pursuant to which the Sellers

sold to the Company all of the issued and outstanding shares of ShoeSizeMe.

The acquisition of ShoeSizeMe closed on the same day.

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

payment of $ 150 and (ii) issued 241,093 shares of the Company’s common stock.

The fair value of the shares for the purchase price

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

In addition, pursuant to the Purchase Agreement, the

Company issued to a key employee of ShoeSizeMe a warrant to purchase up to 28,000 shares of the Company’s common stock.

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

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

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

The Company’s management expects to continue generating losses and negative cash flows for the foreseeable future.

projected cash flows and balances as of December 31, 2023, management believes existing cash will be sufficient to fund operations

for less than 12 months, creating substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans to mitigate this include continuing product commercialization, acquiring technology or intellectual

property, and securing financing through equity sales, debt, or strategic partnerships.

However, there is no guarantee that

additional funds will be available on acceptable terms or at all.

If the Company fails to successfully commercialize its products or

secure sufficient financing, it may be forced to cease operations.

The financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

In January 2025, we entered into an Offering Agreement with H.C.

Wainwright & Co., LLC, as agent (“Wainwright”) pursuant to which we may offer and sell, from time to time through Wainwright shares of our common stock having an aggregate offering price of up to $ 4.1 million .

We agreed to pay Wainwright a commission at a fixed rate of 3.0 % of the aggregate gross proceeds from each sale of the shares under the Offering Agreement.

As of the date hereof, we sold 1,833,532 shares pursuant to the Offering Agreement for aggregate gross proceeds of approximately $ 3,127,000 .

In late February 2026, Israel and the United States preemptively attacked Iran, in order to eliminate Iran’s nuclear

and ballistic missile capabilities, and to target the Islamic fundamentalist regime governing Iran, which has threatened Israel’s existence.

As part of this conflict, Iran launched missile attacks throughout Israel.

This war followed upon similar conflicts in June 2025, and

April 2024 and October 2024, during which Iran launched ballistic missile attacks against Israel, and Israel conducted strikes against

Iranian military and nuclear infrastructure.

The direct conflicts with Iran ran parallel to, and followed upon, a two-year war (from October

2023 until October 2025) during which Israel was attacked by Hamas and Hezbollah, terrorist groups sponsored by Iran operating out of

the Gaza Strip and Lebanon, respectively.

and declared war in response, which included ground operations in the Gaza Strip and southern

Other Iranian-sponsored terrorist organizations in the Middle East, including the Houthi terrorist group in Yemen, have also

attacked Israel with various types of missiles and drones as part of these conflicts, and Israel has responded with air force attacks.

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

This is attributable to its

offices in Spain which has become a hub for the Company’s sizing solutions business.

The majority of Orgad’s inventory utilizes

fulfillment by Amazon rather than fulfilling directly.

Inventory is now maintained and orders are shipped from regional Amazon warehouses,

thereby reducing exposure to inventory risk and contributing to operating efficiencies.

For the time being there is just effect on shipping costs that marginally affects the company.

February 24, 2022, Russia invaded Ukraine.

The outbreak of hostilities between the two countries could result in more widespread conflict

and could have a severe adverse effect on the region.

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

sanctions against Russia.

Such sanctions included, among other things, a prohibition on doing business with certain Russian companies,

officials and oligarchs;

a commitment by certain countries and the European Union to remove selected Russian banks from the Society for

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

and restrictive measures

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

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

is expected to occur in the near future.

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

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

2 - SIGNIFICANT ACCOUNTING POLICIES

consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S.

applied on a consistent basis, as follows:

Use of estimates :

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates, judgments and assumptions that

affect the amounts reported in the financial statements and accompanying notes.

Actual results could differ from those estimates.

about assumptions made by the Company with respect to the future and other reasons for uncertainty with respect to estimates that have

a significant risk of resulting in a material adjustment to carrying amounts of assets and liabilities in the next financial year are

included in the following units reporting:

impairment of non-financial assets

Company examines on an annual basis whether there is an impairment of goodwill, intangibles and property, plant and equipment that are

allocated to reporting units, in accordance with the accounting policy presented in Note 2 (h) below.

The fair value calculations of

reporting units require the use of estimates.

information on key assumptions used in calculation of the fair value, see Note 8 – Goodwill and other Intangible assets.

The company estimates the provision for

return based on previous return rates.

Functional currency :

currency of the primary economic environment in which the operations of the Company is conducted is the U.S.

Dollar and thus it is the

Company’s functional currency.

The reporting currency according to which these financial statements are prepared is the U.S.

currency of the primary economic environment in which the operation of the subsidiaries, My Size Israel, Orgad International Marketing

Ltd., Rotrade Ltd and Ten Peacks Ltd functional currency is the New Israeli Shekel (“NIS”).

currency of the primary economic environment in which the operation of the subsidiaries, Naiz Fit and New Percentil functional currency

currency of the primary economic environment in which the operation of the subsidiary, ShoeSizeMe, functional currency is the Swiss Franc.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Principles of consolidation :

consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

All intercompany balances and

transactions have been eliminated upon consolidation.

Cash equivalents :

equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or

less at the date acquired.

Restricted cash

cash are deposits for rent, credit card and for hedging activities.

Inventories :

are measured at the lower of cost or net realizable value.

The cost of inventories comprises of the costs incurred in bringing the

inventories to their present location and condition.

Net realizable value is the estimated selling price in the ordinary course of

At the point of the loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in

facts and circumstances do not result in the restoration or increase in that newly established cost basis.

The costs of purchase of

inventories comprise the purchase price and other costs directly attributable to the acquisition of finished goods.

Net realizable

value is the estimated selling price in the ordinary course of business and circumstances do not result in the restoration or

increase in that newly established cost basis.

In 2025 and 2024, the company did no t

record inventory mark-down however in 2025 the company recorded a provision of 120 for inventory the company may sell for lower price.

of resale platform.

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

method, and are valued at the lower of cost or net realizable value.

The cost of inventory is equal to the cost of the merchandise paid

to the seller and related inbound shipping costs.

Inventory valuation requires the Company to make judgments based on currently available

information about the likely method of disposition, such as through sales to individual customers or liquidations, and expected recoverable

values of each disposition category.

The Company records an inventory write-down based on the age of the inventory and historical experience

of expected sell-through.

Property and equipment :

and equipment are stated at cost, net of accumulated depreciation.

Depreciation is calculated by the straight-line method over the estimated

useful lives of the assets, at the following annual rates:

SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL RATE

and peripheral equipment

furniture and equipment

the term of the lease or the useful life of the improvements, whichever is shorter

Impairment of long-lived

Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”,

whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets

to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to

be generated by the assets.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by

which the carrying amount of the assets exceeds the fair value of the assets.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination.

Under ASC 350, “Intangible - Goodwill and Other”, goodwill is not amortized, but rather is subject to an annual impairment

350 requires goodwill to be tested for impairment at the reporting unit level at least annually, the fourth quarter, or between annual

tests in certain circumstances, and written down when impaired.

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

reporting unit with it carrying value.

350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment

If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing

If it does result in a more likely than not indication of impairment, the impairment test is performed.

Goodwill is not

deductible for income tax purposes.

Goodwill from the Orgad acquisition was allocated to the Fashion e-commerce platform

segment and goodwill from Naiz acquisition was allocated to the Naiz segment based innovative artificial intelligence driven measurement

Alternatively,

ASC 350 permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step

of the goodwill impairment test.

impairment charges of $ 144 and $ 631 were recorded as the carrying value of the SaaS Solution reporting segment exceeded its expected

fair value, as determined using a discounted cash flow model which is primarily based on management’s future revenue and cost estimates.

These impairment charges were recorded within the Consolidated Statement of Operations and within the SaaS Solution segment for the year

ended December 31, 2025 and 2024 respectively.

See Note 8- Goodwill.

Intangible assets :

assets consist of identifiable intangible assets that the Company has acquired from previous business combinations.

Intangible assets

are recorded at costs, net of accumulated amortization.

The Company amortizes its intangible assets reflecting the pattern in which the

economic benefits of the intangible assets are consumed.

When a pattern cannot be reliably determined, the Company uses a straight-line

amortization method.

Amortization is calculated by the straight-line method over the estimated useful lives of the following assets.

estimated useful lives of the company’s intangible assets are as follows:

SCHEDULE OF INTANGIBLE ASSETS ESTIMATED USEFUL LIVES

Customer Relationships

Selling Platform

period, the Company evaluates the estimated remaining useful lives of its intangible assets and whether events or changes in circumstances

warrant a revision to the remaining period of amortization.

Severance pay :

Size Israel’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”).

Under Section 14, employees in Israel are entitled to have monthly deposits, at a rate of 8.33 % of their monthly salary, made on their

behalf to their insurance funds.

Payments in accordance with Section 14 exempt My Size Israel from any additional obligation for these

As a result, My Size Israel does not recognize any liability for severance pay due to these employees and the deposits under

Section 14 are not recorded as an asset in its balance sheet.

These contributions for compensation represent defined contribution plans

and expenses are recorded based on actual deposits.

The Company’s Spanish subsidiary is subject to statutory severance requirements under the Spanish Workers’

Statute (Estatuto de los Trabajadores).

In the event of an unfair dismissal, employees are entitled to a severance payment of 33 days

of salary per year of service, up to a maximum of 24 months of salary.

For “objective” dismissals (e.g., economic or organizational

reasons), the statutory rate is 20 days per year of service, capped at 12 months.

The company currently has no plan to terminate any employee

therefore did not record any liability.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Research and development

and development costs are charged to the statement of operations, as incurred.

Most of the research and development expenses are for

wages, related expenses and subcontractors.

development costs also include costs to develop software to be used solely to meet internal needs and cloud-based applications used to

deliver our services.

The Company capitalizes development costs related to these software applications once the preliminary project stage

is complete and it is probable that the project will be completed and the software will be used to perform the function intended.

capitalized for developing such software applications were not material for the periods presented and therefore were not capitalized.

Income taxes :

Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities

for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’

Deferred taxes are determined based on the difference between the financial statement carrying amount and the tax basis

of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based

upon the weight of available evidence, that it is more likely than not that all or a portion of deferred tax assets will not be realized.

The Company establishes a valuation allowance, if necessary, to reduce deferred tax assets to the amount more likely than not to be realized.

As of December 31, 2025, and 2024, a valuation allowance was established by the Company to reduce the deferred tax assets to the amount

supported by future reversals of existing temporary taxable differences.

Company implements a two-step approach to recognize and measure the benefit of its tax positions.

The first step is to evaluate the tax

position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely

than not that, on an evaluation of the technical merits, the tax position will be sustained on examination, including resolution of any

related appeals or litigation processes.

The second step is to measure the tax benefit as the largest amount that is greater than 50

percent (cumulative basis) likely to be realized upon settlement.

The Company believes that its tax positions are all highly certain

of being upheld upon examination.

As such, as of December 31, 2025 and 2024 the Company has not recorded any unrecognized tax benefits.

Accounting for stock-based

compensation :

Company accounts for its employees’ stock-based compensation as an expense in the financial statements based on ASC 718.

are equity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution

approach to recognize compensation cost over the vesting period.

The Company estimates stock option grant date fair value using the Binomial

and Black Scholes option pricing-model.

Company recorded stock options issued to non-employees at the grant date fair value and recognizes expenses over the related service

period by using the straight-line attribution approach in accordance with ASU 2018-07.

All awards are equity classified.

The Company recognizes forfeitures of awards as they occur.

expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative

of expected future trends.

risk-free interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield

from US treasury zero-coupon bonds with an equivalent term.

Company has historically not paid dividends and has no foreseeable plans to pay dividends.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Fair value of financial instruments :

820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework for

measuring fair value.

The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market

data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant

assumptions developed based on the best information available in the circumstances.

ASC 820 defines fair value as the price that would

be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

date, essentially an exit price.

In addition, the fair value of assets and liabilities should include consideration of non-performance

risk, which for the liabilities described below includes the Company’s own credit risk.

a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the

valuation methodologies in measuring fair value:

Valuations based on quoted

prices in active markets for identical assets that the Company has the ability to access.

Valuation adjustments and block discounts

are not applied to Level 1 instruments.

Since valuations are based on quoted prices that are readily and regularly available in an

active market, valuation of these products does not entail a significant degree of judgment.

Valuations based on one or

more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Valuations based on inputs

that are unobservable and significant to the overall fair value measurement.

Company holds shares in My City Builders, Inc.

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

on the OTCQB.

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

for an otherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the

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

Basic and diluted net loss

net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year.

income per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutive

potential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”.

For the years ended December 31, 2025 and 2024, all outstanding options and warrants have been excluded from the calculation of the diluted

net loss per share since their effect was anti-dilutive.

Concentrations of credit

instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and

cash equivalents.

and cash equivalents are invested in banks in Israel, Spain, United States and Switzerland.

Such deposits in Israel may be in excess of insured

limits and are not insured in other jurisdictions.

believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, minimal credit

risk exists with respect to these investments.

Company and its subsidiaries have no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts

or other foreign hedging arrangements.

For the year ended December 31, 2025,

81 % of the company revenue and 74 % of Trade receivable balance comes from one customer Amazon.

Company’s revenues are primarily derived from:

(i) selling products to customers through direct and third-party online channels;

(ii) licensing cloud-enabled software subscriptions and associated maintenance and support;

and (iii) services and product sales through

its resale platform.The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers.

this standard, revenue is recognized when a contract exists, the performance obligations are identified, the transaction price is determined,

and the Company satisfies its performance obligation by transferring control of the promised goods or services to the customer.

following is a description of the Company’s primary revenue streams:

Product Sales (Third-Party Marketplaces)

Company sells products directly to customers, primarily through its online Amazon stores.

The Company has determined that it acts as

the principal in these arrangements because it controls the promised product before it is transferred to the customer, is primarily responsible

for fulfilling the promise, and has full discretion in establishing prices in addition the inventory risk is on the comapny.

revenues are recorded on a gross basis.

Revenue is recognized at the point in time when control of the product is transferred to the

Shipping fees charged to customers are included in revenue, while outbound shipping costs are recorded in cost of revenue.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

standard contract terms, customers have a right of return of 90 days.

The Company recognizes revenue net of an allowance for estimated

returns based on historical experience.

A refund liability is recorded for the amount of consideration the Company does not expect to

As of December 31, 2025, and 2024, the allowance for returns was $ 157 thousand and $ 164 thousand, respectively.

Cloud-Enabled

Software Subscriptions and Support

from cloud-enabled software subscriptions includes fees from customers accessing the Company’s enterprise cloud services.

services allow customers to use the software without taking physical possession.

The Company’s performance obligation is satisfied

over time as the customer receives and consumes the benefits of the cloud service.

Revenue is recognized ratably over the contract term.

Subscription arrangements are generally non-cancelable and do not contain refund-type provisions.

Platform (Consignment and Product Revenue)

Company operates a resale platform where both buyers and sellers may be customers.

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

The Company does not take title to the consigned

In these transactions, the Company acts as an agent and recognizes revenue on a net basis, representing the percentage of the

proceeds retained as a commission.

Revenue is recognized at the point of purchase by the buyer, as the performance obligation to the

consignor is satisfied at that time.

Product Revenue:

sales of Company-owned inventory on the platform, the Company acts as the principal due to inventory risk and control of the goods.

is recognized on a gross basis at the time of delivery and acceptance by the customer.

of consignment revenue consists of outbound shipping, outbound labor, and packaging costs.

Cost of product revenue primarily consists

of the inventory cost, inbound and outbound shipping, labor, packaging costs, and inventory write-downs.

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

All outbound shipping costs are accounted for in cost of revenue

at the time revenue is recognized.

of Revenue Cost of consignment revenue consists of outbound shipping, outbound labor and packaging costs.

Cost of product revenue mainly

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

and inventory write-downs.

the Resale platform The Company generally has a 14-day return period, and possibly longer accordingly to regulations which may

change from time to time, and recognizes a returns reserve based on historical experience, which is recorded in accrued and other

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

consolidated statements of operations.

As of December 31, 2025, and 2024, the allowance for returns was $ 6 thousand and $ 0 thousand, respectively.

Seller Payable

payable includes amounts owed to sellers upon the purchase of sellers’ goods by the Company.

Amounts are initially provided as

a credit to sellers.

These credits may be applied towards purchases from the Company or redeemed for cash.

Seller payables show up as

seller payables in the consolidated balance sheet.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Contingencies and Commitments

for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable

that a liability has been incurred and the amount can be reasonably estimated.

Legal costs incurred in connection with loss contingencies

are expensed as incurred.

Derivative instruments

Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss.

Company leases include an office space lease agreement for 12 months, with an option to extend for an additional 12 months and 36 months

cancelable operating lease agreements on behalf of personnel vehicles.

The lease term includes a non-cancellable period of the lease

plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably

certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.

assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation

to make lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at commencement date based on

the present value of lease payments over the lease term.

The Company generally uses its incremental borrowing rate based on the estimated

rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.

Lease expense for lease

payments is recognized on a straight-line basis over the lease term.

the office rent lease, the Company has elected to account for the lease and non-lease maintenance components as a single lease component.

Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, including in-substance

fixed payments, owed over the lease term.

adopted accounting pronouncements

June 2022, the FASB issued ASC 2022¬03 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”.

The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the

equity security and, therefore, is not considered in measuring its fair value.

The ASU also clarifies that an entity cannot, as a separate

unit of account, recognize and measure a contractual sale restriction.

The ASU also introduces new disclosure requirements for equity

securities subject to contractual sale restrictions.

The ASU is effective for fiscal years beginning after December 15, 2024, and interim

periods within those fiscal years.

Early adoption is permitted for both interim and annual financial statements that have not yet been

issued or made available for issuance.

The adoption of ASC 2022¬03 did not have a material impact on the Company’s consolidated

financial statements and related disclosures.

December, 2023, the FASB issued ASU 2023¬09, Improvements to Income Tax Disclosures, which requires disclosure of disaggregated

income taxes paid and received, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other

income taxrelated disclosures.

The ASU will be effective for fiscal years beginning after December 15, 2024, and allows adoption on

a prospective basis, with a retrospective option.

The Company is in the process of assessing the impacts and method of adoption.

This ASU impacts the Company’s income tax disclosures, but not Consolidated Financial Statements.

See Note 12 - Taxes on Income.

issued not yet adopted accounting pronouncements

November 2024, the FASB issued ASU No.

2024¬03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation

Disclosures (Subtopic 220¬40).

The ASU improves the disclosures about a public business entity’s expenses and provides more

detailed information about the types of expenses in commonly presented expense captions.

The amendments require that at each interim

and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation

and amortization included in each relevant expense caption (such as cost of sales, SG&A and research and development).

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

Early adoption is permitted.

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

July 2025, the FASB issued ASU 2025-05 “Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for

Accounts Receivable and Contract Assets”.

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

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

Under the practical

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

current conditions as of the balance sheet date do not change for the remaining life of the asset.

The ASU is effective for annual periods beginning after December 15, 2026 and interim periods within those annual

Early adoption is permitted.

September 2025, the FASB issued ASU 2025-06 “Targeted Improvements to the Accounting for In-ternal-Use Software”.

removes all references to software development stages throughout ASU 350-40.

Therefore, under the ASU, an entity will be required to

start capitalizing software costs when management has authorized and committed to funding the software project, and it is probable that

the project will be completed and the software will be used to perform the function intended (‘probable-to-complete’ recognition

In applying the probable-to-complete recognition threshold, an entity is required to consider whether there is significant

uncertainty associated with the development activities of the software.

The ASU is effective for annual reporting periods beginning after

December 15, 2027, and interim reporting periods within those annual periods.

The ASU allows adoption either on a prospective basis,

a modified prospective approach or a retrospective approach.

The Company is in the process of evaluating the effects of the ASU on its

internal use software capitalization policy.

September 2025, the FASB issued ASU 2025-07 “Derivatives Scope Refinements and Scope Clari-fication for Share-Based Noncash Consideration

from a Customer in a Revenue Contract”.

The ASU excludes from the derivative accounting certain non-exchange-traded contracts with

contracts with un-derlying that are based on operations or activities specific to one of the parties to the contract.

The ASU is effective

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

Early adoption is permitted.

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

basis through cumulative effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period

The Company is in the process of evaluating the effects of the ASU on its contracts;

however, the adoption is not

expected to have a material effect on its consolidated financial position or results of operations.

December 2025, the FASB issued ASU 2025-11 to amend the guidance in “Interim Reporting” (Topic 270).

The update provides

clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing

of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period.

The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application.

is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years.

The Company is

in the process of evaluating the effects of the ASU on interim reporting.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

3 - CASH AND CASH EQUIVALENTS

Company’s cash and cash equivalents balance at December 31, 2025 and 2024 is denominated in the following currencies:

SCHEDULE OF CASH AND CASH EQUIVALENT BALANCE

New Israeli Shekels

Cash and cash equivalents

company also maintains a balance of $ 254 which is held as collateral for credit card, the amount in held in US Dollars.

4 - OTHER RECEIVABLES AND PREPAID EXPENSES

SCHEDULE OF OTHER RECEIVABLES AND PREPAID EXPENSES

Prepaid expenses and other current

Government authorities

Insurance reimbursement

5 - PROPERTY AND EQUIPMENT, NET

SCHEDULE OF PROPERTY AND EQUIPMENT, NET

Balance as at January 1, 2024

Translation adjustments

Balance as at December 31, 2024

Translation adjustments

Balance as at December 31, 2025

Accumulated Depreciation

Balance as at January 1, 2024

Translation adjustments

Balance as at December 31, 2024

Translation adjustments

Balance as at December 31, 2025

Carrying amounts

As at December 31, 2024

As at December 31, 2025

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

August 2019, the Company entered into an office space lease agreement.

The lease term was for 36 months beginning on August 20, 2019

and ending on August 20, 2022 , with an option to extend for an additional 36 months.

During 2022, the Company extended the lease period

until August 20, 2025.

On January 8, 2024 the Company provided a six month notice termination to the lessor that the lease will end on

July 8, 2024.

August 2024, the Company entered into a new office space lease agreement.

The lease term is for 12 months beginning on July 1, 2024 and

ending on June 30, 2025, with an option to extend for an additional 12 months.

The company extended the office lease agreement to June

addition, 10 Peacks Ltd.

entered an office space lease agreement in September 2025.

The term is for 48 months beginning September 1,2025

and ending on August 30, 2029.

operating leases are included in “Right of use asset” on the Company’s December 31, 2025 consolidated balance sheets

and represent the Company’s right to use the underlying asset for the lease term.

The Company’s obligations to make lease

payments are included in the current liabilities as “Operating lease liability” and in the non-current liabilities as “Operating

lease liability - long term” on the Company’s December 31, 2025 consolidated balance sheets.

As of December 31, 2025, right-of-use

of asset was $ 106 .

Operating lease liabilities were $ 26 and non current operating lease liabilities were $ 85 .

the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present

value of the lease payments.

weighted average interest rate used to discount future lease payment was 14.1 %.

of lease liabilities as of December 31, 2025 were as follows:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Less imputed interest:

Total lease liabilities

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

7 – BUSINESS COMBINATION

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

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

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

of Madrid (Spain).

The Acquisition was completed on May 9, 2025.

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

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

through December 31, 2025 were $ 794

and $ 535 respectively.

The Company has not presented supplemental pro forma information for the year ended December 31, 2024, or for the

period from January 1, 2025, to May 9, 2025, as it was impracticable to do so.

The acquired assets were a production unit obtained through

a judicial insolvency process, and historical financial records for the specific unit were not available or were not prepared in accordance

with US GAAP by the predecessor entity.

Consideration

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

Reasons for the Business Combination

The Company acquired

the Percentil production unit to accelerate its expansion into the European re-commerce and circular fashion markets.

As an expert in

both AI-driven sizing technology and online retail operations, the Company intends to integrate its proprietary Naiz Fit and MySizeID

algorithms into an established marketplace.

This combination aims to optimize the consumer experience, reduce high return rates common

in the second-hand apparel industry, and provide a scalable B2B “Circularity as a Service” solution to global fashion brands.

assets acquired and liabilities assumed

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

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

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

Such estimates are subject to change

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

The purchase price allocation was not finalized due to examination

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

Any adjustments to the preliminary purchase price allocation identified

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

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

SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES

Account receivable

Other receivable

Client relationship**

Trade payables

Other payables

Deferred tax liability

Deferred tax Asset

Sellers payables

Total consideration

estimated useful life of technology is 2 years.

acquired technology intangible asset, with an estimated useful life of two years, was valued using the Multi-Period Excess Earnings

Method (MEEM), an income-based approach that estimates the present value of future economic benefits attributable to the asset,

after deducting contributory asset charges.

Replacement cost considerations were used as a reasonableness check.

The technology is

classified as a Level 3 fair value measurement due to the use of significant unobservable inputs and the absence of an active

The $ 18 of goodwill recognized in the acquisition

is primarily attributable to the following strategic factors:

Operational Synergies:

The integration of the Company’s

specialized online retail expertise and proprietary AI sizing algorithms, which are expected to drive revenue growth and operational efficiencies.

Cross-Platform Capabilities:

The ability to leverage

the Company’s existing retail infrastructure to sell Percentil products across multiple digital platforms, expanding market reach

beyond the original marketplace.

Market Presence and

Access to an established customer base

in the Spanish and European second-hand apparel markets and the value of the specialized expertise of the acquired assembled workforce.

The goodwill recognized in connection with this acquisition

is not expected to be deductible for income tax purposes.

Acquisition-related

Company incurred $ 7 in direct transaction costs during the year ended December 31, 2025 which were included in general and administrative

expenses in the consolidated statements of income (loss).

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

7 – BUSINESS COMBINATION (Cont.)

of ShoeSizeMe

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

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

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

31, 2025 were $ 66 .

Consideration

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

payment of $ 142 and (ii) issued 241,093 shares of the Company’s common stock.

The fair value of the shares for the purchase price

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

assets acquired and liabilities assumed

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

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

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

Such estimates are subject to change

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

The purchase price allocation was not finalized duo to examination

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

Any adjustments to the preliminary purchase price allocation identified

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

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

SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES

Account receivable

Other receivable

Customer relationship

Trade payables

Other payables

Total consideration

The technology and customer relationship with both estimated useful life of five years was valued using the Multi-Period Excess Earnings Method (MEEM), an income-based approach that estimates the present value of future economic benefits attributable to the asset, after deducting contributory asset charges.

Replacement cost considerations were used as a reasonableness check.

The technology is classified as a Level 3 fair value measurement due to the use of significant unobservable inputs and the absence of an active market.

estimated useful life of technology is 5 years.

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

and liabilities is recorded as goodwill, with an estimated indefinite useful life.

The Goodwill recognized in the transaction is not

tax deductible;

however, the Company does not expect to realize the related tax benefits in the foreseeable future due to the

uncertainty of generating sufficient taxable income.

Acquisition-related

Company incurred $ 80 in direct transaction costs during the year-ended December 31, 2025 which were included in general

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

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

8 – Goodwill and other Intangible assets

Identified intangible assets

of Intangible assets

SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS

Relationships

As of January 1, 2024

of changes in exchange rates

As of December 31, 2024

of changes in exchange rates

As of December 31, 2025

As of January 1, 2024

Amortization for the year

Effect of changes in exchange rates

As of December 31, 2024

Amortization for the year

Effect of changes in exchange

As of December 31, 2025

Carrying amount

As of December 31, 2024

As of December 31, 2025

expenses recorded for identified intangible assets in the Consolidated Statements of Operations for each period and were as follows:

SCHEDULE OF AMORTIZATION EXPENSES INTANGIBLE ASSETS

Selling platform

Sales and marketing

Costs of revenues

Sales and marketing

Customer relationships

Cost of revenues

relationships

and marketing

amortization expenses

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

8 – Goodwill and other Intangible assets (Cont.)

amortization expenses are expected to be as follows:

SCHEDULE OF FUTURE AMORTIZATION EXPENSES

Future amortization expenses

the fourth quarter of 2024, the Company performed the annual assessment of the useful life of its finite-lived intangibles.

updated the useful life of its technology intangibles as a result of analyzing recent quantitative and qualitative observations in the

market and factors impacting our business.

The change in estimate will be accounted for prospectively.

weighted average remaining life was increased from approximately 3 years to 7 years to reflect the new estimated useful lives.

estimates that there will be an approximately 55 - 60 % decrease to annual amortization expense.

In the second quarter of 2025, the

Company performed an impairment assessment of its finite-lived intangible assets.

For the intangibles of SaaS solutions, the Company performed a recoverability test by comparing the estimated undiscounted future

cash flows to their carrying values.

The analysis confirmed that the undiscounted cash flows exceeded the carrying values, and therefore

no impairment was recorded.

For the Resale Platform intangibles,

given the proximity of the acquisition to the balance sheet date and the absence of significant changes in economic or market conditions

since the purchase, the Company concluded that no impairment indicators existed and the carrying values remain recoverable.

changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024 were as follows:

SCHEDULE OF GOODWILL

Balance as of December 31, 2023

Translation differences

Goodwill impairment

Balance as of December 31, 2024

Translation differences

Goodwill arising from purchase

Goodwill impairment

Balance as of December 31, 2025

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

8 – Goodwill and other Intangible assets (Cont.)

Company operates its business through four reporting segments:

(i) fashion e-commerce platform, (ii) SaaS solutions (iii) resale platform and (iv) wholesale.

There was a goodwill

impairment recognized under the wholesale segment.

There was no impairment recognized for SaaS solutions.

The company did not check impairment for the resale platform as it did not see any foreseeable changes in the market or performance of

the segment since the recent purchase.

See Note 16 for additional segment information.

Company determines the fair value of its reporting units using the income approach.

According to the income, the Company uses discounted

cash flows to estimate the fair value.

Cash flow projections are based on the Company’s estimates of revenue growth rates and operating

margins, taking into consideration the industry’s and market’s conditions.

The discount rate used is based on the weighted

average cost of capital (“WACC”), adjusted for the relevant risk associated with business-specific characteristics.

impairment in 2024

the third quarter of 2024, the Company has experienced sustained decreases in the Company’s share price and a decline in actual

and forecasted operating results, prompting impairment assessments of goodwill and long-lived assets including definite-lived intangibles.

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

to reflect current conditions.

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

assessment of current market conditions.

the adverse developments in its businesses which are described above, the Company recorded a goodwill impairment of $ 631 in the third

quarter, which was attributable to the entire remaining goodwill associated with its SaaS solutions segment (level 3 fair value measurement).

resulting cash flow for the SaaS solutions reporting unit amounts were discounted

using the same rate of 25 % compared to prior quarters, the Company used revenue growth rate of 4 %- 32 % compared to 15 %- 70 % at December

The Company still assumed a terminal growth rate of 3 %.

the tests performed in September 30, 2024, the resulting cash flow for the Fashion e-commerce platform segment amounts

were discounted using a slightly increased rate of 22 % compared to 21.5 % in prior quarters, The Company used a revenue growth rate of

7.5 %- 36.5 % compared to 12.4 %- 50 % at December 2023.

The Company still assumed a terminal growth rate of 3 %.

No goodwill impairment was

recorded for this reporting unit.

Company performed it annual quantitative assessment as of December 31, 2024 for the Fashion e-commerce platform reporting

unit fair value.

The estimated fair value of the Fashion e-commerce platform reporting unit exceeded its estimated carrying

amount by 5 %.

was based on the following assumptions:

SCHEDULE OF ESTIMATED FAIR VALUE

Discount rate

Terminal growth rate

Revenue growth rate

7.5 %- 65.6 %

impairment in 2025

D uring the second quarter of 2025 , the Company experienced a triggering event in the reporting period due to sustained decreases in the Company’s

share price and a decline in actual and forecasted operating results, prompting impairment assessments of goodwill and long-lived assets

including definite-lived intangibles.

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

last annual test for the Fashion e-commerce platform segment.

Discount rate

Terminal growth rate

Revenue growth rate

7.5 %- 31.6 %

The Company updated the forecasted future cash flows used in the impairment assessment, including revenues and margin to reflect

current conditions.

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

of current market conditions.

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

assets or other long-lived assets, but the Company recorded a $ 144 non-deductible goodwill impairment charge during the second quarter of the year ended December

31, 2025 (level 3 fair value measurement).

goodwill impairment was recorded for other reporting unit including the new reporting units – resale platform.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

9 - Financial Liabilities

book value of each of the financial liability categories is an acceptable approximation of fair value.

financial liability maturities during the five years following the end of the financial year are shown below:

SCHEDULE OF FINANCIAL LIABILITY MATURITIES

Debts with credit institutions

in the total amount of $ 132 (Euro 115 ) bearing interest between prime to prime + 1.5 % is due between March 2025 to May 2028.

in the amount of $ 25 (CHF 21 ) payable quarterly with interest rate of 1.6 % is due on September 2027.

in the amount of $ 768 (CHF 600 ) with interest rate of 1.17 % is payable on October 1, 2030.

10 - RELATED PARTY TRANSACTIONS

Balances with related parties:

following related party payables are included in liability to related parties:

SCHEDULE OF RELATED PARTY PAYABLES

Other related parties

Due to related parties

(*) The amount includes

the net salary payable.

Related parties’ benefits:

SCHEDULE OF RELATED PARTIES BENEFITS

ended December 31,

Salaries and related expenses

Share based payments

Related parties benefits

11 - FINANCIAL INSTRUMENTS

following tables present the Company’s significant assets and liabilities that are measured at fair value on recurring basis and

their classification within the fair value hierarchy:

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS

value hierarchy

Financial assets

Investment in marketable securities

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

11 - FINANCIAL INSTRUMENTS (Cont.)

value hierarchy

Financial assets

Investment in marketable securities

carrying amounts of cash and cash equivalents, restricted cash, short term restricted deposit, accounts receivable, other receivables

and prepaid expenses, trade payable and accounts payable approximate their fair value due to the short-term maturities of such instruments.

recognized profit (loss) and fair value (based on quoted market prices with a discount due to security restrictions on MYCB shares) of

the marketable securities at December 31, 2025 and 204 were $ 5 and $ 1 , respectively.

12 - TAXES ON INCOME

December 31, 2025, the Company had U.S.

federal net operating loss carryforwards of approximately $39,703

available to reduce future taxable income of which $ 15,005 will expire from 2026 until 2037 and the remaining amount of $ 24,698 may be

carried forward to offset against future income for an indefinite period of time.

Utilization of the U.S.

net operating losses may

be subject to substantial limitations due to the change of ownership provisions of the Internal Revenue Code of 1986.

has final tax assessments through 2020.

corporate income tax rate 21 %.

hereunder are the income tax rates relevant to the Company’s Israeli subsidiaries:

SCHEDULE OF TAX RATES RELEVANT TO THE COMPANY’S ISRAELI SUBSIDIARY

hereunder are the income tax rates relevant to the Company’s Spanish subsidiaries:

2025 - 24 %- 25 %

hereunder are the income tax rates relevant to the Company’s Swiss subsidiary:

2025 – 20.5 %

Company’s Israeli subsidiaries have estimated total available operating loss carryforwards

of approximately $ 79,428 as of December 31, 2025.

Of these carryforwards, a total

of $ 46,163 are owned by Topspin Medical (Israel) Ltd.

Topspin’s operating loss carryforwards

may be offset only by future income with respect to the same operational activity by which

it was incurred for an indefinite period of time.

The other operating loss carryforwards

are owned by My Size Israel 2014 Ltd, Orgad, Ro-trade and 10 pecks (the subsidiaries) may be carryforward to offset

against future income for an indefinite period of time.

Medical (Israel) Ltd has final tax assessments through 2018 and My Size (Israel) 2014 Ltd has final tax assessments through 2021.

Company has estimated total available operating loss carryforwards in Spain of approximately $3,121 as of December 31, 2025.

Naiz and Percentil’s operating loss carryforward may be used to offset against future income for an indefinite period of

The Company has estimated total available operating

loss carryforwards in Switzerland of approximately $ 3,955 as of December 31, 2025.

Operating loss carryforward may be used to offset against

future income for an indefinite period of time.

Most were purchased in acquisition.

company did not pay any taxes during the years ended December 31, 2024 and 2025 in any territory.

and foreign components of loss, before income taxes consisted of:

SCHEDULE OF COMPONENTS OF LOSS FROM CONTINUING OPERATIONS, BEFORE INCOME TAXES

Loss before income taxes

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

12 - TAXES ON INCOME (Cont.)

taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting

purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets are as follows:

SCHEDULE OF DEFERRED TAX ASSETS

Deferred tax assets:

Operating loss carryforwards

Stock-based compensation expense

Restricted stock warrants and options

Investment in marketable securities

Capitalized research and development expenses

Other temporary differences

Total deferred tax assets

Valuation allowance

Net deferred tax assets after valuation allowance

Deferred tax liabilities:

Intangible assets

Net deferred tax liability

following table presents a reconciliation of the beginning and ending valuation allowance:

SCHEDULE OF RECONCILIATION OF VALUATION ALLOWANCE

Balance at beginning of the year

Additions in valuation allowance to the income

Additions in valuation

allowance due to exchange rate foreign currency translation differences

Additions in valuation allowance due to exchange rate differences

Addition in return to provision

Additions in valuation allowance due to business combination

Balance at end of the

assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of

the deferred tax assets will not be realized.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

12 - TAXES ON INCOME (Cont.)

ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which

temporary differences are deductible and net operating losses are utilized.

Based on consideration of these factors, the Company recorded

a valuation allowance to reduce deferred tax assets to the amount supported by future reversals of existing taxable temporary differences

at December 31, 2025 and 2024.

following presents the adjustment between the theoretical income tax benefit that would result from applying the U.S.

federal statutory

income tax rate to loss before income taxes amount and the reported income tax benefit included in the financial statements:

SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSES BENEFITS

Loss before income taxes

Statutory income tax rate

Computed “expected” income tax

Foreign tax rate differences

Exchange rate differences

Nondeductible expenses

Impairment of goodwill

Change in valuation allowance

Income tax benefit

Loss before income taxes

Statutory income tax rate

Income taxes computed at the federal statutory rate

Domestic tax:

Nondeductible Share based payment

Change in valuation allowance

Isarel tax rate differences

Exchange rate differences in Israel

Impairment of goodwill Israel

Change in valuation allowance in Israel

Exchange rate differences

Nondeductible Share based payment

Tax rate differences

Exchange rate differences

Change in valuation allowance

Change in valuation allowance and other

Income tax benefit

* less than 1%.

entire income tax benefit is a deferred tax benefit.

13 - SHAREHOLDERS’ EQUITY

stock confers upon their holders the right to receive notice to participate and vote in general

meetings of the Company, and the right to receive dividends if declared.

January 21, 2025, the Company entered into an At The Market Offering Agreement (the “Offering

Agreement”), with H.C.

Wainwright & Co., LLC (“Wainwright”), pursuant

to which the Company may offer and sell, from time to time through Wainwright shares of the

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

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

offering of shares pursuant to the Offering Agreement will terminate upon the earliest of

(a) the sale of all of the shares subject to the Offering Agreement and (b) the termination

of the Offering Agreement by Wainwright or the Company, as permitted therein.

agreed to pay to Wainwright a cash commission of 3% of the gross sales price of any Common

Stock sold under the Offering Agreement.

As of December 31, 2025, the Company sold 1,833,532

shares pursuant to the Offering Agreement for aggregate gross proceeds of approximately $ 3,391

($ 3,130 net).

Prepaid legal costs are classified as other non-current assets

in the balance sheet.

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

(the “Reverse Stock Split”) with the Company’s shares beginning trading

on a post-split basis on the Nasdaq Capital Market on April 23, 2024.

Upon the effectiveness

of the Reverse Stock Split, every eight shares of the Company’s issued and outstanding

common stock was automatically converted into one share of common stock, without any change

in the par value per share.

In addition, a proportionate adjustment was made to the per share

exercise price and the number of shares issuable upon the exercise of all outstanding options

and warrants entitling the holders to purchase common stock.

Any fraction of a share of common

stock that would otherwise have resulted from the Reverse Stock Split was rounded up to the

next whole number.

All the per-share data was adjusted to give retroactive effect of 1:8

reverse stock split effected in April 2024.

August 24, 2023, the Company entered into an inducement offer letter agreement (the “2023

Inducement Letter”) with a certain holder of certain of the Company’s existing

warrants to purchase up to (i) 1,963,994 shares of the Company’s common stock issued

on January 12, 2023 at an exercise price of $ 2.805 per share (the “January 2023 Warrants”),

(ii) 6,864 shares of the Company’s common stock issued on January 17, 2020 at an exercise

price of $ 94.00 per share (the “January 2020 Warrants”), and (ii) 47,153 shares

of the Company’s common stock issued on October 28, 2021 at an exercise price of $ 31.50

per share, having terms ranging from 28 months to five and one-half years (the “October

2021 Warrants” and together with the January 2023 Warrants and the January 2020 Warrants,

the “2023 Existing Warrants).

Pursuant to the 2023 Inducement Letter, the holder agreed

to exercise for cash its 2023 Existing Warrants to purchase an aggregate of 2,018,012 shares

of the Company’s common stock at a reduced exercise price of $ 2.09 per share in consideration

of the Company’s agreement to issue new common stock purchase warrants to purchase

up to an aggregate of 5,367,912 shares of the Company’s common stock at an exercise

price of $ 2.09 per share.

The Company received aggregate gross proceeds of approximately

$ 4.2 million from the exercise of the 2023 Existing Warrants by the holder, before deducting

placement agent fees and other offering expenses payable by the Company.

The net proceeds

were approximately $ 3.6 million.

As of December 31, 2024, the Company issued to the holder

all of the exercised shares.

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

Inducement Letter”) with a certain holder of certain of the Company’s existing

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

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

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

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

the “2024 Existing Warrants).

to the 2024 Inducement Letter, the holder agreed to exercise for cash its 2024 Existing Warrants to purchase an aggregate of 670,989

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

to issue new common stock purchase warrants to purchase up to an aggregate of 1,341,978 shares of the Company’s common stock, at

an exercise price of $ 4.61 per share.

The Company received aggregate gross proceeds of approximately $ 3.26 million from the exercise

of the 2024 Existing Warrants by the Holder, before deducting placement agent fees and other offering expenses payable by the Company.

As of December 31, 2024, the Company issued to the holder all of the shares exercised.

December 27, 2024, the holder exercised warrants to purchase 653,028 shares of common stock of the Company resulting in gross proceeds

of approximately $ 3.0 million.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

13 - SHAREHOLDERS’ EQUITY (Cont.)

summary of the warrant activity during the years ended December 31, 2025 and 2024 is presented

SCHEDULE OF WARRANT ACTIVITY

Outstanding, December 31, 2023

Expired or exercised

( 1,328,639 )

Outstanding, December 31, 2024

Expired or exercised

Outstanding, December 31, 2025

Exercisable, December 31, 2025

14 - STOCK BASED COMPENSATION

stock-based expense recognized in the financial statements for services received is related to cost of goods, research and development,

sales and marketing and general and administrative expenses as shown in the following table:

SCHEDULE OF STOCK BASED COMPENSATION EXPENSES

ended December 31,

Stock-based compensation expense

- Research and development

Stock-based compensation expense - Sales and

Stock-based compensation

expense - General and administrative

Stock-based compensation

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

14 - STOCK BASED COMPENSATION (Cont.)

Option Plan for Employees:

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

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

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

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

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

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

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

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

Equity Incentive Plan to Ronen Luzon, Or Kless (former Chief Financial Officer) and Billy Pardo, pursuant to which they were issued 37,500

restricted shares, 18,750

restricted shares and 18,750

restricted shares, respectively.

The restricted shares shall vest in three equal installments on January 1, 2025, January 1, 2026

and January 1, 2027, conditioned upon continuous employment with the Company and subject to accelerated vesting upon a change in

control of the Company.

On the same day, the Company granted a total of 10,000

restricted stock units (“RSUs”) to its directors that will vest on January 1, 2025 and 5 five-years

options to purchase up to 6,875

shares of common stock to other employees of the Company at an exercise price of $ 3.832

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

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

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

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

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

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

No options were exercised.

In connection with the

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

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

December 15, 2025, the Compensation Committee of the Company granted restricted common stock awards under the Company’s 2017 Equity

Incentive Plan to Officers of the company employees and directors.

pursuant to which they were issued 515,000 restricted shares collectively.

The restricted shares shall vest based on high level performance and or retention.

compensation cost resulting from the grant is approximately $ 453 and is expected to be recognized over a period of 3 years.

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

assumptions in the following table.

The risk free rate for the expected term of the option is based on the U.S.

Treasury yield curve

in effect at the time of grant.

SCHEDULE OF FAIR VALUE ASSUMPTIONS OF STOCK OPTION

Dividend yield

Expected volatility

Risk-free interest

Contractual term

135.6 - 211.3

shares of restricted common stock or RSUs granted during the

year-ended December 31, 2025, compared to an aggregate of 91,875

options, shares of restricted common stock and RSUs granted

during year-ended December 31,2 2024, under the Plan.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

14 - STOCK BASED COMPENSATION (Cont.)

of December 31, 2025, there was a total of $ 186 unrecognized compensation cost relating to non-vested share-based compensation arrangements.

That cost is expected to be recognized over a weighted-average period of 0.8 years.

option activity during 2025 is as follows:

SCHEDULE OF SHARES OPTION ACTIVITY

Outstanding at January 1

Outstanding at year end

Vested at year end

option activity during 2024 is as follows:

the year ended December 31,2025 and 2024, no option was exercised.

issued to consultants

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

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

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

Pursuant to the Consultant

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

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

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

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

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

the year ended December 31, 2025, and 2024, the Company recorded $ 0 and $ 71 , respectively, as stock-based equity awards with respect

to the Consultant.

issued in connection with the acquisition of ShoeSizeMe

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

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

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

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

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

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

Continuing Service Milestone :

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

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

Financial Result Milestone :

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

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

revenue) as follows:

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

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

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

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

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

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

prior-year revenue.

Integration Milestone :

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

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

S.L., by March 31, 2026.

The award is a share-based payment accounted for under ASC 718, with vesting contingent upon continued service and

the achievement of specific non-market performance and integration conditions.

The grant-date fair value was measured using an option-pricing

model and remains fixed for the duration of the award.

In accordance with ASC 718, compensation expense is recognized only when it is

deemed probable that the performance conditions will be achieved.

As of December 31, 2025, management has determined that the achievement

of these conditions is probable;

accordingly, the grant-date fair value is being recognized as an expense over the requisite service period.

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

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

15- CONTINGENCIES AND COMMITMENTS

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

“Court”) for a monetary award in an amount of NIS 1,895,345

(approximately $ 510 ).

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

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

Company filed its statement of defense in September 2024.

At this preliminary stage, the plaintiff did not provide sufficient

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

In June 2025, the Court appointed a third party

appraiser to assess the damages.

The Company evaluates the claim at a sum of NIS 325,000

(approximately $ 102 ),

at this stage add and is recorded under current liabilities in the consolidated balance sheet.

16– OPERATING SEGMENTS

Company has the following four

(i) Fashion e-commerce platform, (ii)

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

This realignment reflects the way resources are allocated, and performance is assessed by the Chief Operating Decision Maker.

The Fashion e-commerce platform which represents Orgad’s activity that was acquired by the Company in 2022, mainly

operates on Amazon.

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

consists of the Company and certain of its subsidiaries, My Size Israel, My Size LLC, Naiz and ShoeSizeMe (purchased in September 2025,

The resale platform currently operates as a separate segment under New Percentil following the closing of the Acquisition

The other segment currently operates under Ten Peacks.

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

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

operational loss and operating expenses by function.

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

and marketing salaries, and other segment expenses.

For the Fashion e-commerce platform operating segment, the CODM also

reviews gross profit and Amazon fees.

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

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

These expenses include research and development-related

expenses, costs of Amazon fees, cost of goods, and legal-related costs.

Indirect costs are allocated to segments based on a reasonable

allocation methodology, when such costs are significant to the performance measures of the operating segments.

Indirect operating expenses,

such as insurance, legal, and audit services, are mostly allocated based on revenues, most of which is allocated to the Fashion

e-commerce platform segment.

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

SCHEDULE OF REPORTABLE OPERATING SEGMENTS

As of the year ended December 31, 2025

Revenues from external customers

Cost of revenues

Research and development expenses

Sales and marketing Salaries

Impairment of goodwill

Other Segment Items (*)

Reconciliation of Profit or Loss

Financial income, (expense) net

Loss before income taxes

Significant non-cash items:

Impairment of goodwill

Share based payments

Other segments items include

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

As of December 31, 2025

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

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

16– OPERATING SEGMENTS (Cont.)

As of the year ended December 31, 2024

Revenues from external customers

Cost of revenues

Research and development expenses

Sales and marketing Salaries

Impairment of goodwill

Other Segment Items (*)

Reconciliation of Profit or Loss

Financial income (expense), net

Loss before income taxes

Significant non-cash items:

Amortization (**)

Other Income (***)

Impairment of goodwill (**)

Share based payments

Other segments items include

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

As of December 31, 2024

NOTE 17 – OTHER PAYABLES

payables under current liabilities in the consolidated balance sheets consisted of the following:

OF OTHER PAYABLES UNDER CURRENT LIABILITIES

Accrued expenses

Government authorities

Deferred revenue

Provision for returns

Conditional commitments

Other current liabilities

Other payables

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

What changed 10-K

Item 9A. Controls and Procedures