My Size, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2025. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form 10-K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended, is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Control Over Financial Reporting Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting at December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as of December 31, 2025, our internal control over financial reporting was effective. This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Changes in Internal Control Over Financial Reporting During the most recent fiscal quarter, no change has occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION During 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). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 49 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors. NAME Age POSITION Ronen Luzon 55 Chief Executive Officer and Class III Director Oren Elmaliah 42 Chief Financial Officer Billy Pardo 50 Chief Operating Officer and Chief Product Officer Borja Cembrero Saralegui 34 Chief Growth Officer Oron Branitzky (1)(2)(3)* 66 Class II Director Roy Golan (1)(2)(3)* 51 Class I Director Arik Kaufman (1)(2)(3)* 44 Class I Director Guy Zimmerman* 56 Class II Director (1) Member of our audit committee (2) Member of our nominating and corporate governance committee (3) Member of our compensation committee * Independent as that term is defined by the rules of the Nasdaq Stock Market. The business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Mr. Luzon has additionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutions for integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professional services positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication. Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as a member of our board of directors because of his more than 20 years of experience in the technology sector. Oren 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. Kles. 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 and abroad. 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. Mr. Elmaliah holds a B.A. in Accounting/Economics and a Msc. in Finance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms. Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successful delivery in various methodologies, including Fourier Education’s award-winning einstein™ Science Tablet. Prior to that Ms. Pardo served in various product management positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&D Team Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo received an MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of Tel-Aviv-Yaffo. Borja 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 Fit, Mr. Cembrero held roles in business development and strategic consulting, with a focus on digital transformation within the retail sector. Mr. Cembrero received a Double Bachelor’s degree in Law and in Business Administration & Management from the Deusto University. We 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. Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. Since November 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as Vice President of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin Technologies Ltd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky served as an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from Tel Aviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience in managing the sales of hi-tech solutions to retailers across the globe. Roy 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. (NASDAQ: NRSN), a Nasdaq listed company developing treatments for severe neurodegenerative diseases, since July 2024. Mr. Golan previously served as the Chief Financial Officer of Ayala Pharmaceuticals, Inc. (OTCQX: 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. From 2019 to 2023, Mr. 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. (TASE: 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. (NASDAQ: VIVO). From 2015 to 2018, Mr. 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. Mr. 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. 50 Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law, corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation. Mr. Kaufman serves as the Chief Executive Officer of Steakholder Foods since January 2022. From September 2017 until January 2022, Mr. Kaufman served as VP Business Development of Mor Research Applications. Mr. Kaufman holds an LLB in Law from the Interdisciplinary Center, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experience of assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member of the board of various publicly traded companies, including companies that operate in the same industry as us. Guy Zimmerman has served as a member of our board of directors since August 2021. Since November 2023, Mr. Zimmerman serves as Chief Executive Officer of XJet 3D having served as Chief Marketing Officer from August 2022. Previously, Mr. Zimmerman served as Founder and CEO of ManuFuture, an online b2b engineering marketplace, since February 2021. Prior to that from 2017 to 2021, Mr. Zimmerman acted as a consultant to several technology start-ups and was a founding partner of a business travel online platform. From 2013 to 2017, Mr. Zimmerman served as EVP of Marketing and Business Development of Kornit Digital and was part of the IPO leadership. Prior to that, Mr. Zimmerman served as VP of Global Sales and Business Development at Tefron Ltd., a provider of seamless garment technology, where he led the $100m sales and sales support organization serving global retail and fashion brands. Prior to that he served as Vice President of Strategy and Business Development at Tnuva Group, Israel’s largest food manufacturer and spent eight years at McKinsey & Company. Mr. Zimmerman previously led a software startup in the field of operational healthcare management systems. Mr. Zimmerman holds a B.Sc. in Industrial Engineering from Tel Aviv University in Israel. We believe that Mr. Zimmerman is qualified to serve as a member of our board of directors because his experience in business development in the technology and retail sectors. Family Relationships Ronen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Product Officer and Chief Operating Officer, are husband and wife. There are no other family relationships among any of our current or former directors or executive officers. Involvement in Certain Legal Proceedings We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K. Arrangements between Officers and Directors To our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant to which the officer was selected to serve as an officer. Board of Directors There are no agreements with respect to the election of directors. On January 6, 2022, we filed with the Secretary of State of Delaware a Certificate of Amendment to our Amended and Restated Certificate of Incorporation providing for a classified Board. Following filing of the Certificate of Amendment, members of our board are now classified into three classes with staggered three-year terms (with the exception of the expiration of the initial Class I and Class II directors), as follows: ● 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); and ● 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). 51 To preserve the classified Board structure, a director elected by the Board of Directors to fill a vacancy holds office until the next election of the class for which such director has been chosen, and until that director’s successor has been elected and qualified or until his or her earlier death, resignation, retirement or removal. Our 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. Committees of the Board Audit Committee Our audit committee is comprised of Oron Branitzky, Roy Golan and Arik Kaufman. Mr. 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 performed by our independent registered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings. The audit committee charter is available on our website www.mysizeid.com . The Board of Directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. In addition, the Board of Directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq Stock Market. The Board of Directors has determined that Roy Golan is an “audit committee financial expert” serving on its audit committee, and is independent, as the SEC has defined that term in Item 407 of Regulation S-K. Compensation Committee Our compensation committee consists of Oron Branitzky, Roy Golan and Arik Kaufman. Mr. Branitzky serves as chairman of the compensation committee. The compensation committee’s roles and responsibilities include making recommendations to the Board of Directors regarding the compensation for our executives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, and other executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensation committee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’s composition and meetings. The compensation committee charter is available on our website www.mysizeid.com . Our Board of Directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of the Nasdaq Stock Market. Nominating and Corporate Governance Committee The members of the nominating and corporate governance committee are Oron Branitzky, Roy Golan and Arik Kaufman. Mr. 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 . 52 The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us and considers recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for director nominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election to the Board of Directors should follow the procedures set forth in our bylaws. The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers and others. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated: ● 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; and ● 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. The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board of Directors. The nominating and corporate governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific Board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of Board of Directors members. The nominating and corporate governance committee will not distinguish among nominees recommended by stockholders and other persons. Our Board of Directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term is defined by the rules of the Nasdaq Stock Market. Code of Conduct and Ethics We have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publicly available on our website at www.mysizeid.com . Information contained on, or that can be accessed through, our website does not constitute a part of this report and is not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to our directors, principal executive and financial officers will be posted on the “Investors-Corporate Governance” section of our website at www.mysizeid.com or will be included in a Current Report on Form 8-K, which we will file within four business days following the date of the amendment or waiver. Clawback Policy Our Board of Directors has adopted a Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”), in accordance with the Nasdaq listing standards and Exchange Act Rule 10D-1, which applies to our current and former executive officers. Under the Clawback Policy, we are required to recoup the amount of any Erroneously Awarded Compensation (as defined in the Clawback Policy) on a pre-tax basis within a specified lookback period in the event of any Financial Restatement (as defined in the Clawback Policy), subject to limited impracticability exception. Policies and Practices Related to the Grant of Certain Equity Awards From time to time, we award stock options to our employees, including the named executive officers. We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. It is our practice to not grant any awards to our named executive officers when in possession of any material nonpublic information, and to wait until such material nonpublic information has been fully disclosed, widely disseminated to the public and at least two full business days has passed after such material nonpublic information has been disclosed. Insider Trading Policy We have adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and certain other covered persons, and which is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. In addition, with regard to any trading in our own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements. Change in Procedures for Recommending Directors There 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 2025 Annual Meeting of Stockholders, filed with the SEC on July 8, 2025. 53 ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2025 and December 31, 2024. Name and Principal Position Year Salary ($) (1) Bonus ($) Stock Awards ($) Option Awards ($) (3) All Other Compensation ($) Total ($) Ronen Luzon 2025 268,471 - 176,000 - 98,810 543,281 Chief Executive Officer 2024 204,000 86,000 78,000 - 83,000 451,000 Oren Elmaliah 2025 155,217 - 26,400 - - 181,617 Chief Financial Officer 2024 - - - - - - Billy Pardo 2025 182,094 - 52,800 - 12,591 247,486 Chief Operating Officer 2024 159,000 - 39,000 - 62,000 260,000 Borja Cembrero Saralegui (2) 2025 129,542 - 96,800 - 17,418 243,760 Chief Growth Officer 2024 83,585 - - - 16,765 100,350 (1) Salary for the years 2025 and 2024 are based on average US$/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 $1.082 respectively. (3) Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2025 and 2024, computed in accordance with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. The assumptions made in valuing the options reported in this column are discussed in Note 14 to our audited financial statements for the year ended December 31, 2025 and Note 4 to our condensed consolidated interim financial statements for the quarterly period ended September 30, 2025. All Other Compensation Table The “All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following: Automobile- Related Manager’s Education Other social Expenses Insurance* Fund* benefits** Total Name Year ($) ($) ($) ($) ($) Ronen Luzon 2025 29,000 40,515 16,703 12,591 98,810 2024 29,000 30,000 14,000 10,000 83,000 Oren Elamaliah 2025 - - - - - 2024 - - - - - Billy Pardo 2025 14,000 25,635 12,390 12,591 64,616 2024 14,000 24,000 12,000 12,000 62,000 Borja Cembrero Saralegui 2025 - - - 17,418 - 2024 - - - 16,765 - * Manager’s insurance and education funds are customary benefits provided to employees based in Israel. Manager’s insurance is a combination of severance savings (in accordance with Israeli law), defined contribution tax-qualified pension savings and disability insurance premiums. An education fund is a savings fund of pre-tax contributions to be used after a specified period of time for educational or other permitted purposes. ** Other social benefits for 2025 and 2024 for all named individuals includes tax payments in respect of social benefits. 54 Agreements with Named Executive Officers Ronen Luzon On November 18, 2018, My Size Israel, our wholly owned subsidiary, entered into an employment agreement with Ronen Luzon, or the Luzon Employment Agreement, pursuant to which Mr. Luzon will serve as our Chief Executive Officer. Effective July 1, 2024, Mr. 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 us. In addition, Mr. 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. Luzon. 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 Agreement). Oren Elmaliah Effective 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. Billy Pardo On November 18, 2018, My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant to which Ms. Pardo will serve as our Chief Product Officer. Ms. 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. 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. Pardo. 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). Borja Cembrero Saralegui On 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 1, 2025, Mr. 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, Mr. 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, 2020). 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. 55 Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding options held by each of our named executive officers that were outstanding as of December 31, 2025. Option Awards Stock Awards Name and Principal Position Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Option Exercise Price Option Expiration Date Equity incentive plan awards: Number of Unearned Shares that Have Not Vested Equity incentive plan awards: Market Value of Unearned Shares, That Have Not Vested Ronen Luzon - Chief Executive Officer - - - - 204,167 (1) $ 154,758 Oren Elmaliah – Chief Financial Officer - - - - 30,000 (2) $ 22,740 Billy Pardo - Chief Operating Officer - - - - 61,000 (3) $ 46,238 Borja Cembrero Saralegui – Chief Growth Officer 1,125 563 8.72 07/13/2026 833 1,667 3.382 02/14/2027 100,000 (4) $ 75,800 (1) 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, (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. (2) 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, (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. (3) 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. 56 Director Compensation The following table sets forth compensation information for our non-employee directors for the year ended December 31, 2025. Name Fees earned or paid in cash ($)(1) Restricted shares ($)(1)(2) Total ($) Roy Golan 9,442 13,200 22,642 Oron Barnitzky 17,338 13,200 30,538 Arik Kaufman 17,530 13,200 30,730 Guy Zimmerman 15,619 13,200 28,819 (1) Fees for the year 2025 are based on average US$/NIS representative exchange rates of NIS 3.45. (2) 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. We compensate our non-employee directors for their service as a member of our board. Mr. Luzon received no separate compensation for board service. Mr. Luzon’s compensation is set forth above in the Summary Compensation Table. Each non-employee director is entitled to receive a per meeting fee of $325. Non-employee directors are also reimbursed for their travel and reasonable out-of-pocket expenses incurred in connection with attending board and committee meetings, to the extent that attendance is required by the board or the committee(s) on which that director serves. On 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. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Security Ownership of Certain Beneficial Holders and Management The 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) Shares of Common Stock Beneficially Owned Percentage (2) Executive officers and directors: Ronen Luzon 362,835 (3) 7.53 % Billy Pardo 78,750 (4) 1.63 % Borja Cembrero Saralegui 120,757 (5) 2.51 % Arik Kaufman 17,500 (6) * Oren Elmaliah 32,500 (7) 0.67 % Oron Branitzky 17,500 (8) * Guy Zimmerman 17,500 (9) * Roy Golan 15,000 (10) * All Executive Officers and Directors as a Group (8 persons) 662,342 13.74 % * Less than 1% (1) 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 herein. 57 (2) 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. Shares 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 (3) 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. Mr. Luzon may be deemed to beneficially hold the securities of the Company held by Ms. Pardo. (4) 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. Ms. Pardo may be deemed to beneficially hold the securities of the Company held by Mr. Luzon. (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. (6) Consists of 17,500 shares of restricted stock granted under the 2017 Plan. (7) Consists of 32,500 shares of restricted stock granted under the 2017 Plan. (8) Consists of 17,500 shares of restricted stock granted under the 2017 Plan. (9) Consists of 17,500 shares of restricted stock granted under the 2017 Plan. (10) Consists of 15,000 shares of restricted stock granted under the 2017 Plan. Change in Control We are not aware of any arrangement that might result in a change in control in the future. We have no knowledge of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in the Company’s control. Securities Authorized for Issuance Under Equity Compensation Plans On January 29, 2017, our Board of Directors approved the 2017 Equity Incentive Plan and the 2017 Consultant Equity Incentive Plan, which were approved by our stockholders on March 21, 2017. In addition, on January 29, 2017, our Board of Directors approved the Stock Option 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. 58 On 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 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 our common stock available for issuance under the plan from 1,500 to 2,334. On May 25, 2020, our Board reduced the exercise price of outstanding options of our employees and directors for the purchase of an aggregate of 17,530 of our common stock (with exercise prices ranging between $3,630 and $1,830) to $208.0 per share, and extended the term of the foregoing options for an additional one year from the original date of expiration. On August 10, 2020, our stockholders approved an increase in the shares available for issuance under the 2017 Equity Incentive Plan from 1,000 to 7,250 shares, and a decrease of the numbers of shares available for issuance under the 2017 Consultant Incentive Plan to 1,084 shares from 2,334 shares. On December 30, 2021, our stockholders approved an increase in the shares available for issuance under the 2017 Equity Incentive Plan from 7,250 shares to 28,850 shares. On 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. On 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. On 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. The following table summarizes information about our equity compensation plans and individual compensation arrangements as of December 31, 2025. Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted- average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c) Equity compensation plans approved by security holders 11,376 $ 6.57 11,319 Equity compensation plans not approved by security holders - - - Total 11,376 6.57 11,319 59 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE During years ended December 31, 2025 and 2024, except for compensation arrangements described elsewhere herein and the transactions described below, we did not participate in any transaction, and we are not currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons had, or will have, a direct or indirect material interest . Compensation arrangements for our named executive officers and directors are described in the section entitled “Executive Compensation.” Employment Agreements We have entered into written employment agreements with each of our executive officers. These agreements generally provide for notice periods of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue to receive base salary and benefits. We have also entered into customary non-competition, confidentiality of information and ownership of inventions arrangements with our executive officers. However, the enforceability of the noncompetition provisions may be limited under applicable law. Options Since our inception we have granted options to purchase our common stock to our officers and directors. Such option agreements may contain acceleration provisions upon certain merger, acquisition, or change of control transactions. Restricted Stock and Restricted Stock Unit Grants Since 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. Orgad Acquisition On 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 and outstanding equity of Orgad. The Orgad Sellers are the sole title and beneficial owners of 100% of the shares of Orgad. In consideration of the shares of Orgad, the Orgad Sellers are entitled to receive (i) up to $1,000,000 in cash, or the Orgad Cash Consideration, (ii) an aggregate of 111,682 shares, or the Orgad Equity Consideration, of our common stock, and (iii) earn-out payments of 10% of the operating profit of Orgad for the years 2022 and 2023. 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. The 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). 60 In connection with the Orgad Agreement, each of the Orgad Sellers entered into employment agreements with Orgad and six-month lock-up agreements with us. Naiz Bespoke Technologies Acquisition On October 7, 2022, we entered into the Naiz Agreement with the Naiz Sellers, pursuant to which the Naiz Sellers agreed to sell to us all of the issued and outstanding equity of Naiz. The acquisition of Naiz was completed on October 11, 2022. In 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. The Naiz Equity Consideration was issued to the Naiz Sellers at closing of the transaction of which 94,632 shares of My Size common stock were issued to Whitehole constituting 6.6% of our outstanding shares following such issuance. The Naiz Agreement also provides that, in the event that the actual value of the Naiz Equity Consideration (based on the Equity Value Averaging Period) is less than $1,650,000, My Size shall pay the Shortfall Value to the Naiz Sellers within 45 days of our receipt of Naiz’s 2025 audited financial statements; provided that certain revenue targets are met. Following the Equity Value Averaging Period, it was determined that the Shortfall Value is $459,240. The Naiz Cash Consideration is payable to the Naiz Sellers in five installments, according to the following payment schedule: (i) US$500,000 at closing, (ii) up to US$500,000 within 45 days of My Size’s receipt of Naiz’s 2022 audited financial statements, (iii) up to US$350,000 within 45 days of My Size’s receipt of Naiz’s unaudited financial statements for the six months ended June 30, 2023, (iv) up to $350,000 within 45 days of My Size’s receipt of Naiz’s unaudited financial statements for the six months ended December 31, 2023, and (v) up to $350,000 within 45 days of My Size’s receipt of Naiz’s 2024 audited financial statements; provided that in the case of the second, third, fourth and fifth installments certain revenue targets are met. The payment of the second, third, fourth and fifth cash installments are further subject to the continuing employment or involvement of Borja and Aritz, or the Key Persons, by or with Naiz at the date such payment is due (except if a Key Person is terminated from Naiz due to a Good Reason (as defined in the Naiz Agreement)). The Naiz Agreement contains customary representations, warranties and indemnification provisions. In addition, the Naiz Sellers will be subject to non-competition and non-solicitation provisions pursuant to which they agree not to engage in competitive activities with respect to My Size’s business. In connection with the Naiz Agreement, (i) each of the Naiz Sellers entered into the Lock-Up Agreement with My Size, (ii) Whitehole, Twinbel and EGI entered into the Voting Agreement with My Size and (iii) each of the Key Persons entered into employment agreements and services agreements with Naiz. The Lock-Up Agreement provides that each Naiz Seller will not, for the six-month period following the closing of the transaction, (i) offer, pledge, sell, contract to sell, sell any option, warrant or contract to purchase, purchase any option, warrant or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares in each case, that are currently or hereafter owned of record or beneficially (including holding as a custodian) by such Naiz Seller, or publicly disclose the intention to make any such offer, sale, pledge, grant, transfer or disposition; or (ii) enter into any swap, short sale, hedge or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of such Naiz Seller’s Shares regardless of whether any such transaction described in clause (i) or this clause (ii) is to be settled by delivery of Shares or such other securities, in cash or otherwise. The Lock-Up Agreement also contains an additional three-month “dribble-out” provision that provides following the expiration of the initial six-month lock-up period, without My Size’s prior written consent (which My Size shall be permitted to withhold at its sole discretion), each Naiz Seller shall not sell, dispose of or otherwise transfer on any given day a number of Shares representing more than the average daily trading volume of the Shares for the rolling 30 day trading period prior to the date on which such Seller executes a trade of the Shares. 61 The Voting Agreement provides that the voting of any Shares held by each of Whitehole, Twinbel and EGI, or the Naiz Acquisition Stockholders, will be exercised exclusively by a proxy designated by My Size’s board of directors from time to time, or the Proxy, and that each Naiz Acquisition Stockholder will irrevocably designate and appoint the then-current Proxy as its sole and exclusive attorney-in-fact and proxy to vote and exercise all voting right with respect to the Shares held by each Naiz Acquisition Stockholder. The Voting Agreement also provides that, if the voting power held by the Proxy, taking into account the proxies granted by the Naiz Acquisition Stockholders and the Shares owned by the Proxy, represents 20% or more of the voting power of My Size’s stockholders that will vote on an item, or the Voting Power, then the Proxy shall vote such number of Shares in excess of 19.9% of the Voting Power in the same proportion as the Shares that are voted by My Size’s other stockholders. The Voting Agreement will terminate on the earliest to occur of (i) such time that such Naiz Acquisition Stockholder no longer owns the Shares, (ii) the sale of all or substantially all of the assets of My Size or the consolidation or merger of My Size with or into any other business entity pursuant to which stockholders of My Size prior to such consolidation or merger hold less than 50% of the voting equity of the surviving or resulting entity, (iii) the liquidation, dissolution or winding up of the business operations of My Size, and (iv) the filing or consent to filing of any bankruptcy, insolvency or reorganization case or proceeding involving My Size or otherwise seeking any relief under any laws relating to relief from debts or protection of debtors. Services Agreement Effective 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. Indemnification Agreements and Directors’ and Officers’ Liability Insurance We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware law against liabilities that may arise by reason of their service to us or at our direction, and to advance expenses incurred as a result of any proceedings against them as to which they could be indemnified. We also maintain an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicable securities laws. 62 Director Independence See “Item 10. Directors, Executive Officers and Corporate Governance; Corporate Governance, Board Composition” above for a discussion regarding the independence of the members of our board of directors. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Somekh Chaikin, a member firm of KPMG International, located in Tel Aviv, Israel, PCAOB ID 1057, has served as our independent registered public accounting firm for 2025 and 2024. The following are Somekh Chaikin’s fees for professional services in each of the respective fiscal years: Fee Category 2025 2024 Audit Fees $ 272,486 $ 244,196 Tax Fees $ 40,885 $ 25,959 Audit-related Fees - - Total Fees $ 313,371 $ 270,155 Audit Fees: Audit Fees consist of fees billed for professional services performed by Somekh Chaikin for the audit of our annual financial statements, the review of interim consolidated financial statements, and related services that are normally provided in connection with registration statements, including the registration statement for S-1 and S-3. Tax Fees : Tax Fees may consist of fees for professional services, including tax and VAT consulting and compliance performed by an independent registered public accounting provided during the period. Audit-related Fees: Audit related Fees consist of due diligence services performed by an independent registered public accounting provided during the period. Pre-Approval Policies and Procedures In accordance with the Sarbanes-Oxley Act of 2002, as amended, our audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit services provided by our independent registered public accounting firm, including the review and approval in advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the audit committee must report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated members. In the fiscal years ended December 31, 2025 and December 31, 2024 all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) Financial Statements The financial statements required by this Item are included beginning at page F-1. (b) Exhibits See Exhibit Index 63 ITEM 16. FORM 10-K SUMMARY Not applicable EXHIBIT INDEX Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Form on Form 8-K filed on March 23, 2017) 3.2 Amended and Restated By-Laws of My Size, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed on March 4, 2016) 3.3 Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on February 20, 2018) 3.4 Second Amended and Restated By-Laws of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 24, 2018) 3.5 Certificate of Amendment of Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 18, 2019) 3.6 Certificate of Amendment of Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 7, 2022) 3.7 Amendment No. 1 to Second Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 7, 2022) 3.8 Certificate of Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 7, 2022) 3.9 Certificate of Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 15, 2024) 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3/A filed on November 14, 2016) 4.2 Form of Warrant to Purchase Common Stock issued on February 2, 2018 (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed on March 27, 2019) 4.3 Description of Securities Registered under Section 12 (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on March 19, 2020) 4.4 Form of Warrant (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1, Amendment No. 1, filed with the SEC on May 5, 2020.) 4.5 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-1, Amendment No. 1, filed with the SEC on May 5, 2020) 10.1 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) 10.2 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) 64 10.3 My Size, Inc. 2017 Stock Option Plan Israel Grantees Sub-Plan (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on March 27, 2019) 10.4 Purchase Agreement between My Size, Inc. and Shoshana Zigdon dated as of February 16, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed on March 4, 2016) 10.5 + Employment Agreement between My Size Israel 2014 Ltd. and Ronen Luzon dated November 18, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2018) 10.6 + Employment Agreement between My Size Israel 2014 Ltd. and Or Kles dated November 18, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2018) 10.7 + Employment Agreement between My Size Israel 2014 Ltd. and Billy Pardo dated November 18, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2018) 10.8 Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 15, 2020) 10.9 Amendment to Purchase Agreement between My Size Israel 2014 Ltd., My Size, Inc. and Shoshana Zigdon (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on August 16, 2021) 10.10 Form of Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 28, 2021) 10.11 Form of Placement Agent Warrant issued by the Company on October 28, 2021 (incorporated by reference to Exhibit 10.22 to the Company’s Form S-1 filed on November 12, 2021) 10.12 Form of Registration Rights Agreement, dated October 26, 2021, by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 28, 2021) 65 10.13 Share Purchase Agreement dated as of February 7, 2022 between My Size Israel 2014 Ltd. and Amar Guy Shalom and Elad Bretfeld (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 8, 2022) 10.14 Form of Section 102 Capital Gain Restricted Stock Award Agreement under the Company’s 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2022) 10.15 Share Purchase Agreement, dated as of October 6, 2022, by and among My Size, Inc., Borja Cembrero Saralegui, Artiz Toree Garcia, Whitehold, S.L., Twinbel, S.L., and EGI Acceleration, S.L. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 12, 2022) 10.16 Form of Lock-Up Agreement 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 October 12, 2022) 10.17 Form of Voting Agreement 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 October 12, 2022) 10.18 My Size, Inc. Amendment to the My Size, Inc. 2017 Equity Plan (incorporated by reference to Appendix B to the Company’s definitive proxy statement filed with the SEC on November 4, 2022) 10.19 Form of Registered Direct Offering Securities Purchase Agreement, dated January 10, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023) 10.20 Form of PIPE Securities Agreement, dated January 10, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023) 10.21 Form of Registered Direct Pre-Funded Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023) 10.22 Form of Series A and Series B Warrant (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023) 10.23 Form of Private Placement Pre-Funded Warrant (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023) 10.24 Form of Registration Rights Agreement, dated January 10, 2023 (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023) 10.25 Engagement Agreement, dated December 5, 2022 (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023) 10.26 Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.36 to the Company’s Report on Form 10-K filed with the SEC on April 14, 2023) 66 10.27 Form of Inducement Letter (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 25, 2023) 10.28 Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 25, 2023) 10.29 Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 25, 2023) 10.30 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 November 24, 2023) . 10.31 Form of Section 102 Capital Gain Restricted Stock Award Agreement under the Company’s 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.31 to the Company’s Report on Form 10-K filed with the SEC on April 1, 2024) 10.32 Form of Inducement Letter (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2024) 10.33 Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2024) 10.34 Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2024) 10.35 At the Market Offering Agreement dated January 21, 2025 between the Company and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 21, 2025) 10.36 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) 10.37 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) 10.38 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) 10.39 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) 10.40 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) 10.41 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) 10.42* Form of Restricted Stock Award Agreement under the Company’s 2017 Equity Incentive Plan 10.43*+ Executive Director Agreement, between Naiz Bespoke Technlogies, S.L. and Borja Cembrero Saralegui, dated June 1, 2025 10.44*+ Consulting Agreement, between My Size Israel 2014 Ltd. and Accounting Team Ltd., dated March 10, 2025. 19.1 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) 21.1* List of Subsidiaries 23.1* Consent of Somekh Chaikin, a member firm of KPMG International, registered public accounting firm 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1+ My Size, Inc. Executive Officer Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Report on Form 10-K filed with the SEC on April 1, 2024) 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Schema 101.CAL* Inline XBRL Taxonomy Calculation Linkbase 101.DEF* Inline XBRL Taxonomy Definition Linkbase 101.LAB* Inline XBRL Taxonomy Label Linkbase 101.PRE* Inline XBRL Taxonomy Presentation Linkbase 104 Cover Page Interactive Data File (formatted as Inline XBRL document and contained in Exhibit 101) * Filed herewith. + Indicates a management contract or any compensatory plan, contract or arrangement 67 SIGNATURES Pursuant 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 15 th day of April, 2026. MY SIZE, INC. /s/ Ronen Luzon Ronen Luzon Chief Executive Officer (Principle Executive Officer) /s/ Oren Elmaliah Oren Elmaliah Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant 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. Signature Title Date /s/ Ronen Luzon Chief Executive Officer and Director April 15, 2026 Ronen Luzon (Principle Executive Officer) /s/ Oren Elmaliah Chief Financial Officer April 15, 2026 Oren Elmaliah (Principal Financial and Accounting Officer) /s/ Roy Golan Director April 15, 2026 Roy Golan /s/ Arik Kaufman Director April 15, 2026 Arik Kaufman /s/ Oron Branitzky Director April 15, 2026 Oron Branitzky /s/ Guy Zimmerman Director April 15, 2026 Guy Zimmerman 68 MY SIZE, INC. AND ITS SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2025 U.S. DOLLARS IN THOUSANDS INDEX Page Report of Independent Registered Public Accounting Firm (PCAOB ID: ID 1057 ) F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Comprehensive Loss F-4 Consolidated Statements of Shareholders’ Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 - F-30 F- 1 Somekh Chaikin 17 Ha’arba’a Street, PO Box 609 KPMG Millennium Tower Tel Aviv 6100601, Israel +972 3 684 8000 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors My Size, Inc.: Opinion on the Consolidated Financial Statements We 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. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed 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. Basis for Opinion These 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We 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. As part 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. Our 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 The 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. The 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 As 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. L. (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. /s/ Somekh Chaikin Somekh Chaikin Member Firm of KPMG International We have served as the Company’s auditor since 2017. Tel Aviv, Israel April 15, 2026 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 F- 2 MY SIZE, INC. AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands (except share data) Note 2025 2024 December 31, Note 2025 2024 Assets Current assets Cash and cash equivalents 3 2,303 4,880 Restricted cash 254 - Inventory 3,034 2,796 Account receivables 1,214 278 Other receivables and prepaid expenses 4 935 1,118 Total current assets 7,740 9,072 Long term deposits - 7 Property and equipment, net 5 110 67 Operating right-of-use asset 6 106 23 Intangible assets 8 1,596 750 Goodwill 8 640 133 Investment in marketable securities 11 2 7 Other non-current asset 10 - Total non-current assets 2,464 987 Total assets 10,204 10,059 Liabilities and shareholders’ equity Current liabilities Operating lease liability 6 26 15 Short-term loans 9 94 107 Trade payables 2,221 2,084 Liabilities to Related parties 10 93 151 Seller payable 251 - Other payables 17 1,446 639 Total current liabilities 4,131 2,996 Long-term loans 9 831 146 Operating lease liability 6 85 8 Total non-current liabilities 916 154 CONTINGENCIES AND COMMITMENTS 15 - - Total Liabilities 5,047 3,150 Shareholders’ equity 13 Stock capital - Common stock of $ 0.001 par value - Authorized: 250,000,000 shares as of December 31,2025 and 2024; Issued and outstanding: 4,639,784 and 2,040,159 as of December 31,2025 and 2024, respectively 5 2 Additional paid-in capital 75,590 71,608 Accumulated other comprehensive loss ( 710 ) ( 825 ) Accumulated deficit ( 69,728 ) ( 63,876 ) Total shareholders’ equity 5,157 6,909 Total liabilities and shareholders’ equity 10,204 10,059 The accompanying notes are an integral part of the consolidated financial statements. F- 3 MY SIZE, INC. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS U.S. dollars in thousands (except share data and per share data) Note 2025 2024 Year ended December 31, Note 2025 2024 Revenues 9,362 8,257 Cost of revenues ( 6,362 ) ( 4,934 ) Gross profit 3,000 3,323 Operating expenses Research and development ( 597 ) ( 429 ) Sales and marketing ( 3,212 ) ( 3,114 ) General and administrative ( 4,787 ) ( 3,368 ) Other income - 275 Impairment of goodwill 8 ( 144 ) ( 631 ) Total operating expenses ( 8,740 ) ( 7,267 ) Operating loss ( 5,740 ) ( 3,944 ) Financial income (expense), net ( 112 ) ( 51 ) Loss before income taxes ( 5,852 ) ( 3,995 ) Net loss for the year ( 5,852 ) ( 3,995 ) Other comprehensive income (loss): Foreign currency translation differences 115 ( 54 ) Total comprehensive loss ( 5,737 ) ( 4,049 ) Basic and diluted loss per share ( 1.87 ) ( 4.39 ) Basic and diluted weighted average number of shares outstanding 3,136,976 910,758 The accompanying notes are an integral part of the consolidated financial statements. F- 4 MY SIZE, INC. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY U.S. dollars in thousands (except share data) Number Amount capital loss Deficit equity Accumulated Common stock Additional paid-in other comprehensive Accumulated Total stockholders’ Number Amount capital loss Deficit equity Balance as of December 31, 2023 452,724 1 65,386 ( 771 ) ( 59,881 ) 4,735 Stock-based compensation related to options and restricted shares granted to employees and consultants 80,000 - * 390 - - 390 Issuance of shares for sellers post Business Combination 4,360 - * 3 - - 3 Effect of reverse stock split 74,683 - * - - - - Issuance of shares, net of issuance cost of $ 442 79,000 - * 2,819 - - 2,819 Issuance of shares, net of issuance cost 79,000 - * 2,819 - - 2,819 Exercise of shares in abeyance 696,634 - * - - - - Exercise of Warrants 653,028 1 3,010 - - 3,011 Total comprehensive income (loss) - - - ( 54 ) ( 3,995 ) ( 4,049 ) Balance as of December 31, 2024 2,040,159 2 71,608 ( 825 ) ( 63,876 ) 6,909 Balance 2,040,159 2 71,608 ( 825 ) ( 63,876 ) 6,909 Stock-based compensation related to options and restricted shares granted to employees and consultants 525,000 1 517 - - 518 Issuance of shares pursuant to At The Market Offering Agreement for - net of $ 117 issuance costs ** 1,833,532 2 3,127 - - 3,129 Issuance of shares pursuant to At The Market Offering Agreement for - net of issuance cost 1,833,532 2 3,127 - - 3,129 Investment in Shoe Size Me *** 241,093 - * 338 - - 338 Total comprehensive income (loss) - - - 115 ( 5,852 ) ( 5,737 ) Balance as of December 31, 2025 4,639,784 5 75,590 ( 710 ) ( 69,728 ) 5,157 Balance 4,639,784 5 75,590 ( 710 ) ( 69,728 ) 5,157 (*) Represents an amount of less than $1. (**) See note 13b (***) See note 7 The accompanying notes are an integral part of the consolidated financial statements. F- 5 MY SIZE, INC. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS U.S. dollars in thousands 2025 2024 Year ended December 31, 2025 2024 Cash flows from operating activities: Net loss ( 5,852 ) ( 3,995 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 18 20 Loss on Disposal of property and equipment - 29 Change in operating lease right-of-use asset 17 147 Amortization of intangible assets 324 294 Change in liabilities to related parties ( 58 ) ( 442 ) Interest on long term liabilities - 47 Interest paid ( 7 ) ( 41 ) Revaluation of investment in marketable securities 5 ( 1 ) Stock based compensation 517 390 Change in inventory ( 142 ) 112 Impairment of goodwill 144 631 Change in account receivables ( 828 ) 335 Change in operating lease liabilities ( 12 ) ( 96 ) Chane in other non-current assets ( 10 ) - Change in other receivables and prepaid expenses 187 ( 268 ) Change in trade payables 82 ( 65 ) Change in other payables 623 ( 189 ) Change in Seller Payable ( 150 ) - Net cash used in operating activities ( 5,142 ) ( 3,092 ) Cash flows from investing activities: Proceeds from short term deposits 7 22 Purchase of Percentil ( 45 ) - Purchase of Shoe size me ( 142 ) - Proceeds from liquidating JV - 38 Purchase of property and equipment ( 16 ) ( 7 ) Net cash (used in) provided by investing activities ( 196 ) 53 Cash flows from financing activities: Proceeds from issuance of shares, net of issuance costs and exercise of warrants 3,130 5,829 Loans received - 500 Repayment of loans ( 135 ) ( 735 ) Net cash provided by financing activities 2,995 5,594 Effect of exchange rate fluctuations on cash and cash equivalents 20 61 Change in cash and cash equivalents and restricted cash ( 2,323 ) 2,616 Cash and cash equivalents and restricted cash at the beginning of the year 4,880 2,264 Cash and cash equivalents and restricted cash at the end of the year 2,557 4,880 Year Ended December 31, 2025 2024 Cash and Cash Equivalents 2,303 4,880 Restricted cash 254 - Cash and Cash Equivalents and Restricted Cash at End of the Year 2,557 4,880 Supplemental disclosure of non-cash financing activities: Purchas e of ShoeSizeMe – see Note 7 338 - Change in operating lease right-of-use asset and liability due to termination of the lease agreement - 181 Operating lease right-of-use assets acquired through lease liability 105 - Supplemental disclosure of Cash Flow Information: Cash paid for interest 14 41 The accompanying notes are an integral part of the consolidated financial statements. F- 6 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 1 - GENERAL a. My Size, Inc. (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. Following 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. Following 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. The Company has nine subsidiaries. My Size Israel 2014 Ltd. (“My Size Israel”), Topspin Medical (Israel) Ltd., Orgad and Rotrade Ltd., are all incorporated in Israel, My Size LLC, is incorporated in the Russian Federation, there are two limited liability companies incorporated under the laws of Spain namely Naiz Fit and New Percentil, and ShoeSizeMe, which is incorporated in Switzerland. On July 21, 2025, the Company established Ten Peacks Ltd. (“Ten Peacks”), which is incorporated in Israel and is a wholly-owned subsidiary of My Size Israel, that focuses on marketing and distribution of global apparel and shoes brands in Israel. References to the Company include the subsidiaries unless the context indicates otherwise. My 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. On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. 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.L., a limited liability company incorporated under the laws of Spain (“Casi Nuevo”), pursuant to which New Percentil acquired (the “Acquisition”) a production unit of Casi Nuevo with a trade name of Percentil that was judicially awarded to the Company in April 2025 within the framework of insolvency proceedings of Casi Nuevo filed with Commercial Court No. 13 of Madrid (Spain). The Acquisition was completed on May 9, 2025. The Company paid a total transaction value of € 610 (approximately $ 679 ), consisting of a € 40 (approximately $ 45 ) cash payment and the assumption of certain customer and labor liabilities and debt and social security payments in the aggregate amount of approximately € 570 (approximately $ 634 ). The Acquisition was financed through existing cash reserves and does not involve the issuance of additional shares or debt. On September 8, 2025, the Company entered into a Share Sale and Purchase Agreement (the “Purchase Agreement”) with certain shareholders of ShoeSizeMe (the “Sellers”), who were the holders of 100 % of the share capital of ShoeSizeMe, pursuant to which the Sellers sold to the Company all of the issued and outstanding shares of ShoeSizeMe. The acquisition of ShoeSizeMe closed on the same day. In consideration for the purchase of the shares of ShoeSizeMe and in accordance with the Purchase Agreement, the Company (i) paid a cash payment of $ 150 and (ii) issued 241,093 shares of the Company’s common stock. The fair value of the shares for the purchase price allocation was determined using the closing price on September 8, 2025 at $ 338 . In addition, pursuant to the Purchase Agreement, the Company issued to a key employee of ShoeSizeMe a warrant to purchase up to 28,000 shares of the Company’s common stock. 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. b. Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $ 69,728 . The Company’s management expects to continue generating losses and negative cash flows for the foreseeable future. Based on 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 . c. 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 Lebanon. 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. The security situation in Israel has had an immaterial effect on its operations and financial results so far. This is attributable to its offices in Spain which has become a hub for the Company’s sizing solutions 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. On February 24, 2022, Russia invaded Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region. Following Russia’s actions, various countries, issued broad-ranging economic sanctions against Russia. Such sanctions included, among other things, a prohibition on doing business with certain Russian companies, officials and oligarchs; a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications (SWIFT) electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. The Company shut down its operation in Russia and is expected to close down its subsidiary, My Size LLC, but due to technical reasons it is expected to occur in the near future. Therefore, the impact from the current situation is very limited. F- 7 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S. GAAP”), applied on a consistent basis, as follows: a. Use of estimates : The 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. Information 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: Estimated impairment of non-financial assets The 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. For 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. b. Functional currency : The 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. dollar. The 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”). The currency of the primary economic environment in which the operation of the subsidiaries, Naiz Fit and New Percentil functional currency is the Euro. The currency of the primary economic environment in which the operation of the subsidiary, ShoeSizeMe, functional currency is the Swiss Franc. F- 8 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) c. Principles of consolidation : The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. d. Cash equivalents : Cash 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. e. Restricted cash Restricted cash are deposits for rent, credit card and for hedging activities. f. Inventories : 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 business. 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. Inventory of resale platform. Inventories, 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. g. Property and equipment : Property 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 % Computers and peripheral equipment 33 Office furniture and equipment 7 - 20 Leasehold improvements Over the term of the lease or the useful life of the improvements, whichever is shorter h. Impairment of long-lived assets : The 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. F- 9 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) i. Goodwill : Goodwill 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 test. ASC 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. ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. 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 solutions. 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. An 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. j. Intangible assets : Intangible 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. The estimated useful lives of the company’s intangible assets are as follows: SCHEDULE OF INTANGIBLE ASSETS ESTIMATED USEFUL LIVES years Customer Relationships 1 - 7 Technology 2 - 5 Trademark 5 Selling Platform 2 - 5 Each 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. l. Severance pay : My 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 employees. 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. F- 10 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) k. Research and development costs : Research 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. Software 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. Costs capitalized for developing such software applications were not material for the periods presented and therefore were not capitalized. l. Income taxes : The 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’ tax returns. 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. The Company 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. The 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. m. Accounting for stock-based compensation : The Company accounts for its employees’ stock-based compensation as an expense in the financial statements based on ASC 718. All awards 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. The 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. The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends. The 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. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. F- 11 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) n. Fair value of financial instruments : ASC 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. As 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: Level 1 - 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. Level 2 - 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. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The Company holds shares in My City Builders, Inc. (“MYCB”) formerly known as Diamante Minerals, Inc., a publicly-traded company on the OTCQB. Due 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. o. Basic and diluted net loss per share : Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted net 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. p. Concentrations of credit risk : Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents. Cash 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. Management 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. The 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. Revenue Recognition The 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. Under 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. The following is a description of the Company’s primary revenue streams: 1. Online Product Sales (Third-Party Marketplaces) The 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. Accordingly, revenues are recorded on a gross basis. Revenue is recognized at the point in time when control of the product is transferred to the customer. Shipping fees charged to customers are included in revenue, while outbound shipping costs are recorded in cost of revenue. F- 12 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) Rights of Return: Under 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 receive. As of December 31, 2025, and 2024, the allowance for returns was $ 157 thousand and $ 164 thousand, respectively. 2. Cloud-Enabled Software Subscriptions and Support Revenue from cloud-enabled software subscriptions includes fees from customers accessing the Company’s enterprise cloud services. These 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. 3. Resale Platform (Consignment and Product Revenue) The Company operates a resale platform where both buyers and sellers may be customers. Consignment Revenue: The Company generates revenue from the sale of secondhand apparel on behalf of sellers. The Company does not take title to the consigned goods. 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. Platform Product Revenue: For sales of Company-owned inventory on the platform, the Company acts as the principal due to inventory risk and control of the goods. Revenue is recognized on a gross basis at the time of delivery and acceptance by the customer. Cost of Revenue Cost 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. Shipping Fees The 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. Cost 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. Returns For 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. r. Seller Payable Seller 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. F- 13 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) s. Contingencies and Commitments Liabilities 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. r. Derivative instruments The Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. q. Leases The 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. ROU 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. For 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. u. Recent adopted accounting pronouncements In 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. In 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. v. Recently issued not yet adopted accounting pronouncements In November 2024, the FASB issued ASU No. 2024¬03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220¬40). The ASU improves the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions. 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). The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. In 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 periods. Early adoption is permitted. In September 2025, the FASB issued ASU 2025-06 “Targeted Improvements to the Accounting for In-ternal-Use Software”. The ASU 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 threshold). In applying the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software. The ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual 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. In 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. The 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 of adoption. 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. In 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. The guidance 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. F- 14 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 3 - CASH AND CASH EQUIVALENTS The 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 2025 2024 December 31, 2025 2024 US Dollars 1,641 4,216 New Israeli Shekels 540 497 Other 122 167 Cash and cash equivalents 2,303 4,880 The company also maintains a balance of $ 254 which is held as collateral for credit card, the amount in held in US Dollars. NOTE 4 - OTHER RECEIVABLES AND PREPAID EXPENSES SCHEDULE OF OTHER RECEIVABLES AND PREPAID EXPENSES 2025 2024 December 31, 2025 2024 Prepaid expenses and other current assets 595 332 Government authorities 233 409 Insurance reimbursement - 270 Other 107 107 Total 935 1,118 NOTE 5 - PROPERTY AND EQUIPMENT, NET SCHEDULE OF PROPERTY AND EQUIPMENT, NET Computers Office and furniture peripheral and Leasehold equipment equipment improvements Total Cost Balance as at January 1, 2024 238 79 54 371 Additions 4 1 2 7 Disposal ( 162 ) ( 34 ) ( 54 ) ( 250 ) Translation adjustments 8 ( 20 ) - ( 12 ) Balance as at December 31, 2024 88 26 2 116 Balance as at December 31, 2024 88 26 2 116 Additions 21 - 40 61 Translation adjustments ( 4 ) - - ( 4 ) Balance as at December 31, 2025 105 26 42 173 Accumulated Depreciation Balance as at January 1, 2024 186 27 37 250 Additions 61 3 5 20 Disposal ( 161 ) ( 17 ) ( 42 ) ( 221 ) Translation adjustments 4 ( 4 ) - - Balance as at December 31, 2024 40 9 - 49 Balance as at December 31, 2024 40 9 - 49 Additions 13 5 - 18 Disposal - - - - Translation adjustments ( 6 ) - 2 ( 4 ) Balance as at December 31, 2025 47 14 2 63 Carrying amounts As at December 31, 2024 48 17 2 67 As at December 31, 2025 58 12 40 110 F- 15 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 6 - LEASES In 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. In 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 30, 2026. In 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. These 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 . Because 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. The weighted average interest rate used to discount future lease payment was 14.1 %. Maturities of lease liabilities as of December 31, 2025 were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Year Ending: 2026 $ 40 2027 $ 35 Thereafter $ 67 Less imputed interest: $ ( 31 ) Total lease liabilities $ 111 F- 16 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 7 – BUSINESS COMBINATION Acquisition of Percentil On May 9, 2025, a newly-formed, wholly-owned subsidiary of the Company, New Percentil, entered into a production unit transfer agreement with Casi Nuevo, pursuant to which New Percentil acquired a production unit of Casi Nuevo with a trade name of Percentil that was judicially awarded to the Company in April 2025 within the framework of insolvency proceedings of Casi Nuevo filed with Commercial Court No. 13 of Madrid (Spain). The Acquisition was completed on May 9, 2025. The results of operations of New Percentil have been included in the consolidated financial statements since the acquisition date of May 9 2025. 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. (a) Consideration transferred The Company paid € 40,000 (approximately $ 45 ) and assumed liabilities which the Company had prior to bankruptcy as agreed with the insolvency court. (b) Primary 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. (b) Identifiable assets acquired and liabilities assumed Under 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. The 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 Thousands USD Cash 7 Account receivable 109 Other receivable 4 Client relationship** 191 Trade payables ( 55 ) Loans*** ( 778 ) Inventory 96 Fixed assets 42 Technology** 340 Goodwill 18 Other payables ( 50 ) Deferred tax liability ( 146 ) Deferred tax Asset 146 Sellers payables ( 401 ) Total consideration paid 45 * The estimated useful life of technology is 2 years. ** The 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 market. 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 Workforce: 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. (c) Acquisition-related costs The 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). F- 17 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 7 – BUSINESS COMBINATION (Cont.) Acquisition of ShoeSizeMe On September 8, 2025, the company purchased 100 % of the share capital of ShoeSizeMe AG. The results of operations of ShoeSizeMe have been included in these consolidated financial statements since the acquisition date of September 8, 2025. ShoeSizeMe revenues included in the Company’s consolidated statement of operations from September 8 2025 through December 31, 2025 were $ 66 . (a) Consideration transferred In consideration for the purchase of the shares of ShoeSizeMe and in accordance with the Purchase Agreement, the Company (i) paid a cash payment of $ 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 . (b) Identifiable assets acquired and liabilities assumed Under 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. The 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 Thousands USD Cash 7 Account receivable 109 Other receivable 4 Technology* 521 Customer relationship 191 Goodwill** 615 Trade payables ( 55 ) Other payables ( 126 ) Loans ( 778 ) Total consideration paid 488 * 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. The estimated useful life of technology is 5 years. ** Recognized goodwill assets related to the excess of the fair value of purchase consideration over the fair value of these identifiable assets and liabilities is recorded as goodwill, with an estimated indefinite useful life. The Goodwill 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. (c) Acquisition-related costs The 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). F- 18 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 8 – Goodwill and other Intangible assets A. Identified intangible assets Schedule of Intangible assets SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS Selling Platform Technology Customer Relationships Other Total Thousands Thousands Thousands Thousands Thousands USD USD USD USD USD Cost As of January 1, 2024 333 321 816 86 1,556 Effect of changes in exchange rates ( 2 ) ( 19 ) ( 48 ) ( 5 ) ( 74 ) As of December 31, 2024 331 302 768 81 1,482 Addition - 860 189 - 1,049 Effect of changes in exchange rates - 62 105 11 178 As of December 31, 2025 331 1,224 1,062 92 2,709 Amortization As of January 1, 2024 ( 213 ) ( 80 ) ( 145 ) ( 21 ) ( 459 ) Amortization for the year ( 109 ) ( 55 ) ( 113 ) ( 17 ) ( 294 ) Effect of changes in exchange rates - 7 12 2 21 As of December 31, 2024 ( 322 ) ( 128 ) ( 246 ) ( 36 ) ( 732 ) Amortization for the year ( 9 ) ( 145 ) ( 152 ) ( 18 ) ( 324 ) Effect of changes in exchange rates - ( 14 ) ( 37 ) ( 6 ) ( 57 ) As of December 31, 2025 ( 331 ) ( 287 ) ( 435 ) ( 60 ) ( 1,113 ) Carrying amount As of December 31, 2024 9 174 522 45 750 As of December 31, 2025 - 937 627 32 1,596 Amortization Amortization 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 December 31, December 31, Line Item 2025 2024 Selling platform Costs of revenues 9 109 Trademark Sales and marketing 18 17 Technology Costs of revenues 66 55 Technology Sales and marketing 79 - Customer relationships Cost of revenues 32 - Customer relationships Sales and marketing 120 113 Total amortization expenses 324 294 F- 19 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 8 – Goodwill and other Intangible assets (Cont.) Future amortization expenses are expected to be as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSES 31-12-26 31-12-27 31-12-28 31-12-29 31-12-30 Total Future amortization expenses 549 356 297 307 87 1,596 In the fourth quarter of 2024, the Company performed the annual assessment of the useful life of its finite-lived intangibles. The Company 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.  The weighted average remaining life was increased from approximately 3 years to 7 years to reflect the new estimated useful lives. The Company 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. b. Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024 were as follows: SCHEDULE OF GOODWILL Fashion e-commerce platform SaaS Solutions Resale platform Total Balance as of December 31, 2023 134 624 - 758 Translation differences ( 1 ) 7 - 6 Goodwill impairment - ( 631 ) - ( 631 ) Balance as of December 31, 2024 133 - - 133 Translation differences 11 - - 11 Goodwill arising from purchase - 621 19 640 Goodwill impairment ( 144 ) - - ( 144 ) Balance as of December 31, 2025 - 621 19 640 F- 20 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 8 – Goodwill and other Intangible assets (Cont.) The 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. The 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. Goodwill impairment in 2024 During 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. The Company updated the forecasted future cash flows used in the impairment assessment, including revenues, margin, and capital expenditures to reflect current conditions. Other changes in valuation assumptions included selection of lower revenue growth rates based upon an assessment of current market conditions. Considering 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). The 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 2023. The Company still assumed a terminal growth rate of 3 %. For 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. The 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 %. This was based on the following assumptions: SCHEDULE OF ESTIMATED FAIR VALUE Fashion e-commerce platform Discount rate 22.5 % Terminal growth rate 3 % Revenue growth rate 7.5 %- 65.6 % Goodwill 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. The table below indicates changes in the most significant inputs to the Company’s impairment analysis on each testing date since its last annual test for the Fashion e-commerce platform segment. Fashion e-commerce platform Discount rate 22.5 % Terminal growth rate 3 % 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). No goodwill impairment was recorded for other reporting unit including the new reporting units – resale platform. F- 21 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 9 - Financial Liabilities The book value of each of the financial liability categories is an acceptable approximation of fair value. The financial liability maturities during the five years following the end of the financial year are shown below: SCHEDULE OF FINANCIAL LIABILITY MATURITIES Until Until Until Until Until TOTAL 31-12-26 31-12-27 31-12-28 31-12-29 31-12-30 31-12-24 Debts with credit institutions 94 52 11 - 768 925 Loans in the total amount of $ 132 (Euro 115 ) bearing interest between prime to prime + 1.5 % is due between March 2025 to May 2028. Loan in the amount of $ 25 (CHF 21 ) payable quarterly with interest rate of 1.6 % is due on September 2027. Loan in the amount of $ 768 (CHF 600 ) with interest rate of 1.17 % is payable on October 1, 2030. NOTE 10 - RELATED PARTY TRANSACTIONS A. Balances with related parties: The following related party payables are included in liability to related parties: SCHEDULE OF RELATED PARTY PAYABLES 2025 2024 December 31, 2025 2024 Officers (*) 26 70 Other related parties 51 66 Directors 16 15 Due to related parties 93 151 (*) The amount includes the net salary payable. B. Related parties’ benefits: SCHEDULE OF RELATED PARTIES BENEFITS 2025 2024 Year ended December 31, 2025 2024 Salaries and related expenses 1,327 1,344 Share based payments 386 204 Directors 65 60 Related parties benefits 1,778 1,608 NOTE 11 - FINANCIAL INSTRUMENTS The 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 December 31, 2025 Fair value hierarchy Level 1 Level 2 Level 3 Financial assets Investment in marketable securities - 2 - F- 22 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 11 - FINANCIAL INSTRUMENTS (Cont.) December 31, 2024 Fair value hierarchy Level 1 Level 2 Level 3 Financial assets Investment in marketable securities - 7 - The 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. The 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. NOTE 12 - TAXES ON INCOME a. On 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. My Size, Inc. has final tax assessments through 2020. The U.S. corporate income tax rate 21 %. b. Foreign tax: 1. Tax rates: Presented hereunder are the income tax rates relevant to the Company’s Israeli subsidiaries: SCHEDULE OF TAX RATES RELEVANT TO THE COMPANY’S ISRAELI SUBSIDIARY 2025 - 23 % 2024 - 23 % Presented hereunder are the income tax rates relevant to the Company’s Spanish subsidiaries: 2025 - 24 %- 25 % 2024 - 24 % Presented hereunder are the income tax rates relevant to the Company’s Swiss subsidiary: 2025 – 20.5 % 2. The 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. 3. Topspin Medical (Israel) Ltd has final tax assessments through 2018 and My Size (Israel) 2014 Ltd has final tax assessments through 2021. 4. The 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 time. 5. 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. 6. The company did not pay any taxes during the years ended December 31, 2024 and 2025 in any territory. c. U.S. and foreign components of loss, before income taxes consisted of: SCHEDULE OF COMPONENTS OF LOSS FROM CONTINUING OPERATIONS, BEFORE INCOME TAXES 2025 2024 December 31, 2025 2024 U.S ( 2,670 ) ( 1,168 ) Non-U.S. (foreign) ( 3,182 ) ( 2,827 ) Loss before income taxes ( 5,852 ) ( 3,995 ) F- 23 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 12 - TAXES ON INCOME (Cont.) d. Deferred taxes: Deferred 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 2024 December 31, December 31, 2025 2024 Deferred tax assets: Operating loss carryforwards 28,170 22,005 Stock-based compensation expense 86 102 Restricted stock warrants and options Investment in marketable securities 420 419 Capitalized research and development expenses 107 140 Other temporary differences 35 24 Total deferred tax assets 28,818 22,690 Valuation allowance ( 28,509 ) ( 22,509 ) Net deferred tax assets after valuation allowance 309 181 Deferred tax liabilities: Intangible assets ( 309 ) ( 181 ) Net deferred tax liability - - The following table presents a reconciliation of the beginning and ending valuation allowance: SCHEDULE OF RECONCILIATION OF VALUATION ALLOWANCE 2024 December 31, 2025 2024 Balance at beginning of the year 22,509 21,663 Additions in valuation allowance to the income statement 1,289 795 Additions in valuation allowance due to exchange rate foreign currency translation differences 1,877 51 Additions in valuation allowance due to exchange rate differences 1,877 51 Addition in return to provision 2,179 - Additions in valuation allowance due to business combination 655 - Additions in valuation allowance due to business combination 655 - Balance at end of the year ( 28,509 ) ( 22,509 ) In 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. F- 24 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 12 - TAXES ON INCOME (Cont.) The 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. e. Theoretical tax The 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 2024 December 31, 2024 Loss before income taxes 3,995 Statutory income tax rate 21 % Computed “expected” income tax benefit 839 Foreign tax rate differences 60 Exchange rate differences 6 Nondeductible expenses 42 Impairment of goodwill ( 152 ) Change in valuation allowance ( 795 ) Income tax benefit - 2025 2025 December 31, 2025 2025 Loss before income taxes 5,852 Statutory income tax rate 21 % Income taxes computed at the federal statutory rate 1,229 Domestic tax: Nondeductible Share based payment ( 24 ) ( - * )% Change in valuation allowance ( 537 ) ( 9 )% Israel: Isarel tax rate differences 41 1 % Exchange rate differences in Israel 36 1 % Impairment of goodwill Israel ( 33 ) ( 1 )% Change in valuation allowance in Israel ( 475 ) ( 8 )% Exchange rate differences 36 1 % Spain: Nondeductible Share based payment ( 2 ) ( - * )% Tax rate differences 36 1 % Exchange rate differences 7 - * % Change in valuation allowance ( 260 ) ( 4 )% Other: Change in valuation allowance and other ( 18 ) - * % Income tax benefit - - % * less than 1%. The entire income tax benefit is a deferred tax benefit. NOTE 13 - SHAREHOLDERS’ EQUITY a. Common 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. b. On 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. The Company is not obligated to make any sales of the shares under the Offering Agreement. The 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. The Company 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. c. On 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. d. On 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. e. On 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). Pursuant 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. On 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. F- 25 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 13 - SHAREHOLDERS’ EQUITY (Cont.) c. A summary of the warrant activity during the years ended December 31, 2025 and 2024 is presented below: SCHEDULE OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Number of Exercise Life in Warrants Price Years Outstanding, December 31, 2023 730,536 27.28 3.75 Issued 1,413,947 - - Expired or exercised ( 1,328,639 ) - - Outstanding, December 31, 2024 815,844 13.93 4.65 Issued 198,000 1.62 Expired or exercised ( 8,782 ) 221.26 4.92 Outstanding, December 31, 2025 1,005,062 9.69 3.93 Exercisable, December 31, 2025 977,062 9.87 3.91 NOTE 14 - STOCK BASED COMPENSATION The 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 2025 2024 Year ended December 31, 2025 2024 Stock-based compensation expense - Research and development 60 59 Stock-based compensation expense - Sales and marketing 2 46 Stock-based compensation expense - General and administrative 455 285 Stock-based compensation expense 517 390 F- 26 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 14 - STOCK BASED COMPENSATION (Cont.) Stock Option Plan for Employees: The 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. On 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 per share. The option vesting period is over three years in three equal portions from the vesting commencement date. The compensation cost resulting from the grant is approximately $ 314 and is expected to be recognized over a period of 3 years. On 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 . On 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. The compensation cost resulting from the grant is approximately $ 453 and is expected to be recognized over a period of 3 years. The 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. 2024 Grants SCHEDULE OF FAIR VALUE ASSUMPTIONS OF STOCK OPTION 2024 Grants Dividend yield 0 % Expected volatility 86.22 % Risk-free interest 4.3 % Contractual term 2.0 - 2.8 2025 Repricing Dividend yield 0 % Expected volatility 135.6 - 211.3 % Risk-free interest 4.0 - 4.2 % Contractual term 0.18 - 1.70 There were 515,000 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. F- 27 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 14 - STOCK BASED COMPENSATION (Cont.) As 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. Share option activity during 2025 is as follows: SCHEDULE OF SHARES OPTION ACTIVITY 2025 Weighted average Number of exercise options price US$ Outstanding at January 1 13,926 6.97 Granted - Exercised - Expired ( 2,550 ) 8.72 Outstanding at year end 11,376 6.57 Vested at year end 5,917 7.34 Share option activity during 2024 is as follows: 2024 Weighted average Number of Exercise options price US$ Outstanding at January 1 13,832 8.88 Granted 6,875 3.832 Exercised - - Expired ( 6,781 ) - Outstanding at year end 13,926 6.97 Vested at year end 7,926 8.72 During the year ended December 31,2025 and 2024, no option was exercised. Options issued to consultants In 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. The issuance was approved by the Company’s board of directors in February 2024. During 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. Warrant issued in connection with the acquisition of ShoeSizeMe Pursuant 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”). The 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 The 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 anniversary. ● 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. F- 28 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 15- CONTINGENCIES AND COMMITMENTS In 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. The Company filed its statement of defense in September 2024. At this preliminary stage, the plaintiff did not provide sufficient documents to support his claims regarding the extent of the alleged damage. In June 2025, the Court appointed a third party appraiser to assess the damages. The Company evaluates the claim at a sum of NIS 325,000 (approximately $ 102 ), at this stage add and is recorded under current liabilities in the consolidated balance sheet. Note 16– OPERATING SEGMENTS The Company has the following four segments: (i) Fashion e-commerce platform, (ii) SaaS solutions, (iii) resale platform for apparel and (iv) wholesaling of footwear . This realignment reflects the way resources are allocated, and performance is assessed by the Chief Operating Decision Maker. The Fashion e-commerce platform which represents Orgad’s activity that was acquired by the Company in 2022, mainly operates on Amazon. The SaaS based innovative artificial intelligence driven measurement solutions, or SaaS Solutions operating segment consists of the Company and certain of its subsidiaries, My Size Israel, My Size LLC, Naiz and ShoeSizeMe (purchased in September 2025, see note 6). The resale platform currently operates as a separate segment under New Percentil following the closing of the Acquisition in May 2025. The other segment currently operates under Ten Peacks. The CODM reviews total operating expenses and consolidated net loss to assess performance, forecast future financial results, and allocate resources. In assessing the Company’s financial performance and making strategic decisions, the CODM regularly reviews segment operational loss and operating expenses by function. This includes a review of budget versus actual expenses and cost of goods, sales and marketing salaries, and other segment expenses. For the Fashion 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. Revenue, 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. Information related to the operations of the Company’s reportable operating segments is set forth below: SCHEDULE OF REPORTABLE OPERATING SEGMENTS Fashion e-commerce platform SaaS Solutions Resale Platform Other Total As of the year ended December 31, 2025 Revenues from external customers 7,739 713 795 115 9,362 Cost of revenues ( 5,957 ) ( 68 ) ( 281 ) ( 55 ) ( 6,361 ) Research and development expenses ( 54 ) ( 543 ) - - ( 597 ) Amazon fees ( 1,867 ) - - - ( 1,867 ) Sales and marketing Salaries ( 114 ) ( 196 ) ( 142 ) ( 85 ) ( 537 ) Impairment of goodwill ( 144 ) - - - ( 144 ) Other Segment Items (*) ( 3,488 ) ( 1,231 ) ( 848 ) ( 29 ) ( 5,596 ) Segment loss ( 3,885 ) ( 1,325 ) ( 476 ) ( 54 ) ( 5,740 ) Reconciliation of Profit or Loss Financial income, (expense) net ( 112 ) Loss before income taxes ( 5,852 ) Significant non-cash items: Impairment of goodwill ( 144 ) - - - ( 144 ) Amortization ( 9 ) ( 216 ) ( 154 ) - ( 379 ) Share based payments ( 465 ) ( 53 ) - - ( 518 ) (*) Other segments items include shared based payments, rent and related expenses, professional services, insurance and other expenses. Fashion e-commerce platform SaaS Solutions Resale Platform Other Total As of December 31, 2025 Assets 6,733 2,455 626 390 10,204 F- 29 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) Note 16– OPERATING SEGMENTS (Cont.) Fashion e-commerce platform SaaS Solutions Total As of the year ended December 31, 2024 Revenues from external customers 7,528 729 8,257 Cost of revenues ( 4,866 ) ( 68 ) ( 4,934 ) Research and development expenses - ( 429 ) ( 429 ) Amazon fees ( 2,094 ) - ( 2,094 ) Sales and marketing Salaries ( 137 ) ( 415 ) ( 552 ) Impairment of goodwill - ( 631 ) ( 631 ) Other Segment Items (*) ( 2,493 ) ( 1,068 ) ( 3,561 ) Segment loss ( 2,062 ) ( 1,882 ) ( 3,944 ) Reconciliation of Profit or Loss Financial income (expense), net ( 51 ) Loss before income taxes ( 3,995 ) Significant non-cash items: Amortization (**) ( 109 ) ( 185 ) ( 294 ) Other Income (***) 275 - 275 Impairment of goodwill (**) - ( 631 ) ( 631 ) Share based payments ( 256 ) ( 134 ) ( 390 ) (*) Other segments items include shared based payments, rent and related expenses, professional services, insurance and other expenses. Fashion e-commerce platform SaaS Solutions As of December 31, 2024 Assets 8,066 1,993 NOTE 17 – OTHER PAYABLES Other payables under current liabilities in the consolidated balance sheets consisted of the following: SCHEDULE OF OTHER PAYABLES UNDER CURRENT LIABILITIES December 31, 2025 December 31, 2024 Accrued expenses 215 268 Government authorities 26 - Deferred revenue 72 86 Provision for returns 158 164 Conditional commitments 25 - Other current liabilities 950 121 Other payables $ 1,446 $ 639 F- 30