U.
S. SECURITIES AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
10-Q
☒
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2026
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _________ to _________
Commission
File No. 001-37370
MY
SIZE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
51-0394637
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
I.D. No.)
HaNegev
4 , POB
1026 , Airport
City , Israel ,
7010000
(Address of principal executive offices)
+972 - 3-600-9030
Registrant’s
telephone number, including area code:
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common Stock, $0.001 par value per share
MYSZ
Nasdaq Capital Market
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
☐
Accelerated
filer
☐
Non-accelerated
filer
☒
Smaller
reporting company
☒
Emerging
growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: as of May
14, 2026, 4,818,164 shares of common stock, par value $ 0.001 per share were issued and outstanding.
MY
SIZE, INC.
INDEX
TO QUARTERLY REPORT ON FORM 10-Q
FOR
THE QUARTER ENDED MARCH 31, 2026
TABLE
OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
1
Item
1.
Condensed Consolidated Interim Financial Statements (Unaudited)
1
Condensed Consolidated Interim Balance Sheets
3
Condensed Consolidated Interim Statements of Comprehensive Loss
4
Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity
5
Condensed Consolidated Interim Statements of Cash Flows
6
Notes to Condensed Consolidated Interim Financial Statements
7
Item
2.
Management’s Discussion & Analysis of Financial Condition and Results of Operations
14
Item
3.
Quantitative and Qualitative Disclosure About Market Risk
18
Item
4.
Controls and Procedures
18
PART II - OTHER INFORMATION
19
Item
1.
Legal Proceedings
19
Item
1A.
Risk Factors
19
Item
2.
Unregistered Sales of Equity Securities and Use of Proceeds
20
Item
3.
Defaults Upon Senior Securities
20
Item
4.
Mine Safety Disclosures
20
Item
5
Other information
20
Item
6.
Exhibits
20
PART
I
FINANCIAL
INFORMATION
Item
1. Financial Statements.
My
Size, Inc. and Subsidiaries
Condensed
Consolidated
Interim
Financial
Statements
As
of March 31, 2026
(unaudited)
U.S.
Dollars in Thousands
1
MY SIZE, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Interim Financial Statements as of
March 31, 2026 (Unaudited)
Contents
Page
Condensed Consolidated Interim Balance Sheets (Unaudited)
3
Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited)
4
Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity (Unaudited)
5
Condensed Consolidated Interim Statements of Cash flows (Unaudited)
6
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
7-13
2
MY
SIZE, INC. AND ITS SUBSIDIARIES
Condensed
Consolidated Interim Balance Sheets (Unaudited)
U.S.
dollars in thousands (except share data and per share data)
March 31,
December 31,
2026
2025
Assets
Current Assets:
Cash and cash equivalents
654
2,303
Restricted cash
256
254
Inventory
3,411
3,034
Account receivables
890
1,214
Other receivables and prepaid expenses
981
935
Total current assets
6,192
7,740
Property and equipment, net
103
110
Operating right-of-use asset
97
106
Intangible assets
1,449
1,596
Goodwill
634
640
Investment in marketable securities
2
2
Other non-current asset
10
10
Total non-current assets
2,295
2,464
Total assets
8,487
10,204
Liabilities and stockholders’ equity
Current liabilities:
Operating lease liability
24
26
Short-term loans
387
94
Trade payables
1,428
2,221
Liabilities to related parties
48
93
Seller payables
234
251
Other payables
1,545
1,446
Total current liabilities
3,666
4,131
Long-term loans
788
831
Operating lease liability
80
85
Total non-current liabilities
868
916
Commitments and contingent
-
Total liabilities
4,534
5,047
Stockholders’ equity:
Stock Capital -
Common stock of $ 0.001 par value - Authorized: 250,000,000 shares; Issued and outstanding:
4,818,164
and 4,639,784 as of March 31, 2026 and
December 31, 2025, respectively
5
5
Common stock of $0.001 par value - Authorized: 250,000,000 shares; Issued and outstanding: 4,818,164
and 4,639,784 as of March 31, 2026 and
December 31, 2025, respectively
5
5
Additional paid-in capital
75,870
75,590
Accumulated other comprehensive loss
( 718 )
( 710 )
Accumulated deficit
( 71,204 )
( 69,728 )
Total stockholders’ equity
3,953
5,157
Total liabilities and stockholders’ equity
8,487
10,204
The
accompanying notes are an integral part of the condensed consolidated interim financial statements.
3
MY
SIZE, INC. AND ITS SUBSIDIARIES
Condensed
Consolidated Interim Statements of Comprehensive Loss (Unaudited)
U.S.
dollars in thousands (except share data and per share data)
Three-Months Ended
March 31,
2026
2025
Revenues
2,394
1,479
Cost of revenues
( 1,454 )
( 1,059 )
Gross profit
940
420
Operating expenses
Research and development
( 239 )
( 82 )
Sales and marketing
( 890 )
( 567 )
General and administrative
( 1,217 )
( 831 )
Total operating expenses
( 2,346 )
( 1,480 )
Operating loss
( 1,406 )
( 1,060 )
Financial income (expenses), net
( 70 )
-
Loss before taxes
( 1,476 )
( 1,060 )
Net loss
( 1,476 )
( 1,060 )
Other comprehensive income (loss):
Foreign currency translation differences
( 8 )
21
Total comprehensive loss
( 1,484 )
( 1,039 )
Basic and diluted loss per share
( 0.31 )
( 0.51 )
Basic and diluted weighted average number of shares outstanding
4,790,650
2,093,949
The
accompanying notes are an integral part of the interim condensed consolidated financial statements.
4
MY
SIZE, INC. AND ITS SUBSIDIARIES
Condensed
Consolidated Interim Statements of Changes in Stockholders’ Equity (Unaudited)
U.S.
dollars in thousands (except share data and per share data)
Accumulated
Additional
other
Total
Common stock
paid-in
comprehensive
Accumulated
stockholders ’
Number
Amount
capital
loss
deficit
equity
Balance as of January 1, 2026
4,639,784
5
75,590
( 710 )
( 69,728 )
5,157
Stock-based compensation related to options granted to employees and consultants
-
-
90
-
-
90
Issuance of shares pursuant to At The Market Offering Agreement - net of $ 7
issuance cost **
178,380
- *
190
-
-
190
Total comprehensive loss
-
-
-
( 8 )
( 1,476 )
( 1,484 )
Balance as of March 31, 2026
4,818,164
5
75,870
( 718 )
( 71,204 )
3,953
(*) Represents
an amount less than $1.
(**) See
note 7
Accumulated
Additional
other
Total
Common stock
paid-in
comprehensive
Accumulated
stockholders’
Number
Amount
capital
loss
deficit
equity
Balance as of January 1, 2025
2,040,159
2
71,608
( 825 )
( 63,876 )
6,909
Stock-based compensation related to options granted to employees and consultants
10,000
- *
22
-
-
22
Offering Agreement - net of $ 5
issuance cost **
60,589
- *
137
-
-
137
Total comprehensive loss
-
-
-
21
( 1,060 )
( 1,039 )
Balance as of March 31, 2025
2,110,748
2
71,767
( 804 )
( 64,936 )
6,029
(*)
Represents
an amount less than $1
(**)
See note 7
5
MY
SIZE, INC. AND ITS SUBSIDIARIES
Condensed
Consolidated Interim Statements of Cash Flows (Unaudited)
U.S.
dollars in thousands
Three-Months Ended
March 31,
2026
2025
Cash flows from operating activities:
Net loss
( 1,476 )
( 1,060 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation
55
4
Change in operating lease right-of-use asset
9
4
Amortization of intangible assets
118
38
Change in liabilities to related parties
( 45 )
( 79 )
Interest earned
( 2
)
-
Interest on long-term liabilities
13
2
Interest paid
( 13 )
( 2 )
Revaluation of investment in marketable securities
-
( 7 )
Stock based compensation
90
22
Change in inventory
( 377 )
331
Change in account receivable
324
( 256 )
Changes in operating lease liabilities
( 7 )
( 1 )
Change in other receivables and prepaid expenses
( 46 )
47
Change in trade payables
( 792 )
( 497 )
Change in other payables
98
186
Change in Seller payables
( 18 )
-
Net cash used in operating activities
( 2,069 )
( 1,268 )
Cash flows from investing activities:
Purchase of property and equipment
( 46 )
-
Net cash used in investing activities
( 46 )
Cash flows from financing activities:
Proceeds from issuance of shares, net of issuance costs
190
137
Repayment of loans
( 137 )
( 42 )
Proceeds from loan
400
-
Net cash provided by financing activities
453
95
Effect of exchange rate fluctuations on cash and cash equivalents
13
( 12 )
Decrease in cash and cash equivalents
( 1,649 )
( 1,185 )
Cash and cash equivalents at the beginning of the period
2,303
4,880
Cash and cash equivalents at the end of the period
654
3,695
Cash and Cash Equivalents
654
3,695
Restricted cash
256
-
Cash, Cash Equivalents and Restricted Cash at End of the Year
910
3,695
Supplemental disclosure of Cash Flow Information:
Cash paid for interest
13
2
The
accompanying notes are an integral part of the interim condensed consolidated financial statements.
6
MY
SIZE, INC. AND ITS SUBSIDIARIES
Notes
to Condensed Consolidated Interim Financial Statements (Unaudited)
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” or “Naiz Fit’) 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 for the total transaction an amount of €40 (approximately $45) cash payment and the assumption
of certain customers, social security and debt liabilities. 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 $ 71,204 . 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 March 31,2026, 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.
The
financial statements include no adjustments for measurement or presentation of assets and
liabilities, which may be required should the Company fail to operate as a going concern.
7
MY
SIZE, INC. AND ITS SUBSIDIARIES
Notes
to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S.
dollars in thousands (except share data and per share data)
Note
1 - General (Cont.)
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 2,011,912 shares pursuant to the Offering Agreement for aggregate gross proceeds of approximately $ 3,587 .
The
financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should the
Company fail to operate as a going concern.
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 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. By late April 2026, a series of fragile ceasefires were brokered to pause
direct state-on-state hostilities, though the long-term stability and economic impact of these agreements remain uncertain as of the reporting
date. On April 8, 2026, the United States and Iran agreed to a temporary ceasefire with the aim of reaching a permanent
agreement and ending the war and on April 16, 2026, a cessation of hostilities was announced between Israel and Lebanon. However, the
military operation in Lebanon against Hezbollah is still ongoing and the Iran ceasefire remains fragile, with reports of continued military
operations by both sides.
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 an 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.
8
MY
SIZE, INC. AND ITS SUBSIDIARIES
Notes
to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S.
dollars in thousands (except share data and per share data)
Note
2 - Significant Accounting Policies
a. Unaudited
condensed consolidated financial statements :
The
accompanying unaudited condensed consolidated interim financial statements included herein have been prepared by the Company in accordance
with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information
and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The unaudited
condensed consolidated financial statements are comprised of the financial statements of the Company. In management’s opinion,
the interim financial data presented includes all adjustments necessary for a fair presentation. All intercompany accounts and transactions
have been eliminated. Operating results for the three months ended March 31, 2026 not necessarily indicative of the results that may
be expected for any future period or for the year ending December 31, 2026.
These
unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial
statements and the notes thereto for the year ended December 31, 2025.
b. Significant Accounting Policies :
The
significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are
identical to those applied in the preparation of the latest annual financial statements.
Note
3 – Financial Instruments
The
carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, other receivables, trade payables, accounts payable
and short and long term loans approximate their fair value due to the short-term maturities of such instruments.
The
Company holds share certificates 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 assets.
Schedule
of Significant Assets and Liabilities Measured at Fair Value on Recurring Basis
March 31,
2026
Fair
value hierarchy
Level
1
Level
2
Level
3
Financial assets
Investment
in marketable securities
-
2
-
9
MY
SIZE, INC. AND ITS SUBSIDIARIES
Notes
to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S.
dollars in thousands (except share data and per share data)
Note
3 - Financial Instruments (Cont.)
December
31, 2025
Fair
value hierarchy
Level
1
Level
2
Level
3
Financial assets
Investment
in marketable securities (*)
-
2
-
(*)
For
the three-month period ended March 31, 2026 and 2025, the Company recognized gain (based on quoted market prices with a discount
due to security restrictions on iMine shares) of the marketable securities was $ 0 and $ 7 respectively.
Note
4 - Stock Based Compensation
The
stock-based expense equity awards recognized in the financial statements for services received is related to Cost of Revenues, Research
and Development,
Sales and Marketing and General and Administrative expenses as shown in the following table:
Schedule
of Stock Based Compensation Expenses
2026
2025
Three months ended
March 31,
2026
2025
Stock-based compensation expense – Cost of revenues
-
-
Stock-based compensation expense - Research and development
8
6
Stock-based compensation expense - Sales and marketing
-
-
Stock-based compensation expense - General and administrative
82
16
Stock-based compensation expense
90
22
10
MY
SIZE, INC. AND ITS SUBSIDIARIES
Notes
to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S.
dollars in thousands (except share data and per share data)
Note
4 - 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 this plan, is limited to 756,691
shares.
During
the three-month periods ended March 31, 2025, and 2026 the Company did not grant any options, restricted stock and RSUs and no options
were exercised.
The
total stock option compensation expense for employees during the three-month period ended March 31, 2026 and 2025 was $ 47 and $ 22 , respectively.
Note
5 - 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 $ 652 ). 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
$ 112 ), at this stage add and is recorded under current liabilities in the consolidated balance sheet.
11
MY
SIZE, INC. AND ITS SUBSIDIARIES
Notes
to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S.
dollars in thousands (except share data and per share data)
Note
6 – Operating Segments
The
Company has the following four segments: (i) Fashion e-commerce platform, (ii) SaaS solutions, (iii) resale platform for apparel and
(iv) others. This realignment reflects the way resources are allocated, and performance is assessed by the Chief Operating
Decision Maker. The Fashion e-commerce platform which represents Orgad’s activity that was acquired by the Company in 2022, mainly
operates on Amazon. The SaaS based innovative artificial intelligence driven measurement solutions, or SaaS Solutions operating segment
consists of the Company and certain of its subsidiaries, My Size Israel, My Size LLC, Naiz and ShoeSizeMe (purchased in September 2025). The resale platform currently operates as a separate segment under New Percentil following the closing of the Acquisition
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
SaaS
Resale
platform
Solutions
Platform
Others
Total
As of the three months ended March 31, 2026
Revenues from external customers
1,798
236
343
17
2,394
Cost of revenues
( 1,262 )
( 62 )
( 120 )
( 10 )
( 1,454 )
Research and development expenses
( 62 )
( 169 )
( 4 )
( 4 )
( 239 )
Amazon fees
( 465 )
-
-
-
( 465 )
Sales and marketing salaries
( 44 )
( 65 )
-
( 92 )
( 201 )
Other Segment Items (*)
( 567 )
( 358 )
( 390 )
( 126 )
( 1,441 )
Segment loss
( 602 )
( 418 )
( 171 )
( 215 )
( 1,406 )
Reconciliation of Profit or Loss
Financial income, (expense) net
( 70 )
Loss before income taxes
( 1,476 )
Significant non-cash items:
Amortization
-
( 67 )
( 25 )
( 92 )
Share based payments
( 81 )
( 9 )
( 90 )
(*) Other
segments items include share based payments, rent and related expenses, professional services,
insurance and other expenses.
Fashion
e-commerce
platform
Saas
Solution
Resale
Platform
Others
As of March 31, 2026:
Assets
5,303
2,183
588
413
Fashion
e-commerce
SaaS
platform
Solutions
Total
As of the three months ended March 31, 2025
Revenues from external customers
1,307
172
1,479
Cost of revenues
( 1,051 )
( 8 )
( 1,059 )
Research and development expenses
-
( 82 )
( 82 )
Amazon fees
( 385 )
-
( 385 )
Sales and marketing salaries
( 31 )
( 90 )
( 121 )
Other Segment Items (*)
( 665 )
( 227 )
( 892 )
Segment loss
( 825 )
( 235 )
( 1,060 )
Reconciliation of Profit or Loss
Loss before income taxes
( 825 )
( 235 )
( 1,060 )
Significant non-cash items:
Amortization
( 9 )
( 29 )
( 38 )
Share based payments
( 14 )
( 8 )
( 22 )
(*) Other segments items include shared based payments, rent and related expenses, professional
services, insurance and other expenses.
As of March 31, 2025:
Fashion
e-commerce
platform
Saas Solution
As of March 31, 2025:
Assets
6,371
2,380
12
MY
SIZE, INC. AND ITS SUBSIDIARIES
Notes
to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S.
dollars in thousands (except share data and per share data)
Note
7 – Significant events during the reporting period .
a.
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 shares
of common stock sold under the Offering Agreement. As of March 31, 2026, the Company sold 2,011,912 shares pursuant to the Offering Agreement for aggregate gross
proceeds of approximately $ 3.59
million.
b. On
January 27 2026, the Company entered into a Capital Advance agreement with Payoneer Inc.
Under the terms of this arrangement, the Company received an upfront cash advancement of
$ 400 in exchange for the commitment of future marketplace future sales. Payoneer automatically
collects a contractually agreed-upon 21% of the Company’s gross daily marketplace payouts
until the total face-value obligation of $ 424 is fully satisfied. The facility is non-compounding,
features a single fixed capital fee of $ 24 , and is structurally scheduled for full settlement
within the current fiscal year. The Company determined that in accordance with ASC 470-10-25-2 that the agreement gives rise to a debt instrument.
Consequently, in accordance with ASC 470 (Debt), the arrangement is accounted for as a Short
term Loan and is classified within Current Liabilities on the Consolidated Balance Sheet.
The fee of $ 24 is recorded over the term of the loan in the financial expenses in the consolidated
Income statement.
13
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The
following discussion and analysis provides information that we believe to be relevant to an assessment and understanding of our results
of operations and financial condition for the periods described. This discussion should be read together with our condensed consolidated
interim financial statements and the notes to the financial statements, which are included in this Quarterly Report on Form 10-Q. This
information should also be read in conjunction with the information contained in our Annual Report on Form 10-K for the year ended December
31, 2025, filed with the Securities and Exchange Commission, or the SEC on April 15, 2026, or the Annual Report, including the consolidated
annual financial statements as of December 31, 2025 and their accompanying notes included therein.
This
Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended or the Exchange Act. Any
statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, assumptions or future events or
performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the
use of words or phrases such as “believe,” “will,” “expect,” “anticipate,” “estimate,”
“intend,” “plan” and “would.” For example, statements concerning financial condition, possible or
assumed future results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common
stock and future management and organizational structure are all forward-looking statements. Forward-looking statements are not guarantees
of performance. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity,
performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied
by any forward-looking statement.
Any
forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this Quarterly Report
on Form 10-Q. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or
projections contained in the forward-looking statements include but are not limited to:
● our
history of losses and needs for additional capital to fund our operations and our inability
to obtain additional capital on acceptable terms, or at all;
● risks
related to our ability to continue as a going concern;
● the
new and unproven nature of the measurement technology markets;
● our
ability to achieve customer adoption of our products;
● our
ability to realize the benefits of our acquisitions of Orgad, Naiz, the Percentil production unit and ShoeSize.Me;
● our
ability to enhance our brand and increase market awareness;
● our
ability to introduce new products and continually enhance our product offerings;
● the
success of our strategic relationships with third parties;
● information
technology system failures or breaches of our network security;
● competition
from competitors;
● our
reliance on key members of our management team;
● current
or future litigation;
● current
or future unfavorable economic and market conditions and adverse developments with respect
to financial institutions and associated liquidity risk
● changes
in tariffs, trade barriers, price and exchange controls and other regulatory requirements
and the impact of such policies on us, our customers and suppliers, and the global economic
environment; and
● the
impact of the political and security situation in Israel on our business.
14
The
foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking
statements. You should read this Quarterly Report on Form 10-Q and the documents that we reference herein and have filed as exhibits
to the Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different
from what we expect. You should assume that the information appearing in this Quarterly Report on Form 10-Q is accurate as of the date
hereof. Because the risk factors referred to on page 18 of our Annual Report, could cause actual results or outcomes to differ materially
from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking
statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to
update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the
occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will
arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information
presented in this Quarterly Report on Form 10-Q, and particularly our forward-looking statements, by these cautionary statements.
Unless
the context otherwise requires, all references to “we,” “us,” “our” or “the Company”
in this Quarterly Report on Form 10-Q are to MySize, Inc., a Delaware corporation, and its subsidiaries, including MySize Israel 2014
Ltd. My Size LLC, Orgad International Marketing Ltd., or Orgad, Naiz Bespoke Technologies, S.L, or Naiz Fit, New Percentil S.L. or “New
Percentil, ShoeSize.Me AG o r ShoeSizeMe and Ten Peacks Ltd. Or Ten Peacks taken as a whole.
References
to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS”
are to New Israeli Shekels. Unless otherwise indicated, U.S. dollar translations of NIS amounts presented in this Quarterly Report on
Form 10-Q for three months ended on March 31, 2026 are translated using the rate of NIS 3.165 to $1.00.
All
information in this Quarterly Report on Form 10-Q relating to shares or price per share reflects the 1-for-8 reverse stock split effected
by us on April 19, 2024 with the shares beginning trading on a post-split basis on the Nasdaq Capital Market on April 23, 2024.
Overview
We are a
fashion technology company operating an integrated portfolio of businesses designed to address the most pressing challenges facing fashion
brands and retailers today—size and fit accuracy, excess inventory management, circular economy solutions, and international market
distribution. Through our subsidiaries, we provide end-to-end support across the fashion value chain: Naiz Fit, our technology subsidiary,
delivers AI-driven size and fit solutions for fashion e-commerce companies, and includes ShoeSize.Me, a European AI-powered footwear sizing
solution we acquired in September 2025; Orgad, an online retailer and technology-enabled consumer products company operating principally
as a third-party seller on Amazon; Percentil, a managed second-hand fashion recommerce platform operating across Southern and Central
Europe; and Ten Peacks Ltd., a distribution subsidiary focused on marketing and distributing global apparel and footwear brands in Israel.
Our strategy
is to build an integrated fashion platform—the infrastructure layer that enables fashion brands to address four critical pain points
simultaneously: size and fit challenges that drive returns and suppress conversion rates; overstocked and unsold inventory that erodes
margins; sustainability obligations that increasingly require brands to offer circular economy solutions; and international growth ambitions
that require local distribution expertise and relationships.
We believe this integrated approach
is differentiated in the market. Unlike point solutions that address a single problem, our platform is designed to allow brands to work
with one group-level partner across technology, commerce, circularity, and distribution—each business unit reinforcing the others
through shared data, commercial relationships, and infrastructure.
Macroeconomic
and Geopolitical Environment
Because
we operate globally, our business is subject to the effects of economic downturns or recessions in the regions in which we do business,
volatility in foreign currency exchange rates relative to the U.S. dollar, inflation, changing interest rates, expanded trade control
laws and regulations, imposition of new or higher tariffs and geopolitical conflicts.
In
addition, U.S. President Trump has made a series of announcements regarding the imposition of new and higher U.S. tariffs on imports
from many countries. In response, certain countries, as well as the European Union, have announced retaliatory tariffs on imports of
U.S. goods and other countermeasures. We are monitoring these actions, including any pauses, escalations, exemptions or removal of exemptions,
with respect to the threatened or imposed tariffs, and will continue to assess their potential impact on our business either directly,
such as on our hardware business, or due to downstream effects.
We
also continuously monitor geopolitical conflicts around the world, including the ongoing conflict between Russia and Ukraine and conflicts
in the Middle East, and assess their impact on our business. To date, these conflicts have not materially limited our ability to develop
or support our products and have not had a material impact on our results of operations, financial condition, liquidity or cash flows.
While
our business model provides some resilience against these factors, we will continue to monitor the direct and indirect impacts of these
or similar circumstances on our business and financial results. For additional information on the potential impact of macroeconomic and
geopolitical conditions on our business, see the “Risk Factors” section in our Annual Report.
15
Results
of Operations
The
table below provides our results of operations for the periods indicated.
Three months ended
March 31,
2026
2025
(dollars in thousands)
Revenues
$ 2,394
$ 1,479
Cost of revenues
(1,454 )
(1,059 )
Gross profit
940
420
Research and development expenses
(239 )
(82 )
Sales and marketing
(890 )
(567 )
General and administrative
(1,217 )
(831 )
Operating loss
(1,406 )
(1,060 )
Financial income (expenses), net
(70 )
-
Net loss
$ (1,476 )
$ (1,060 )
Three
Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Revenues
Our
revenues for the three months ended March 31, 2026 amounted to $2,394,000 compared to $1,479,000 for the three months ended March
31, 2025. The increase in the three months ended March 31, 2026 from the corresponding period is primarily attributable to an
increase in fashion e-commerce platform as well as well as the inclusion of revenue generated by Percentil in the consolidated
report.
Cost
of Revenues
Our
cost of revenues expenses for the three months ended March 31, 2026 amounted to $1,454,000 compared to $1,059,000 for the three
months ended March 31, 2025. The increase in comparison with the corresponding period was mainly due to increase in amounts sold
in Orgad and Rotrade.
Research
and Development Expenses
Our
research and development expenses for the three months ended March 31, 2026 amounted to $239,000 compared to $82,000 for the three months
ended March 31, 2025. The increase from the corresponding period was mainly due to an increase in salaries expenses due to increased headcount
and an increase in subcontractor expenses to align with our strategy to invest heavily in innovation.
Sales
and Marketing Expenses
Our
sales and marketing expenses for the three months ended March 31, 2026 amounted to $890,000 compared to $567,000 for the three months
ended March 31, 2025. The increase primarily resulted from an increase in Amazon fees due to the increase in sales in Orgad and Rotrade as well as the inclusion of Percentil’s sales and marketing expenses in the consolidated
report.
General
and Administrative Expenses
Our
general and administrative expenses for the three months ended March 31, 2026 amounted to $1,217,000 compared to $831,000 for the three
months ended March 31, 2025. The increase was attributable to the increased in consulting expenses for investor relations
as well as the as the inclusion of Percentil’s general and administrative expenses in the consolidated report.
Operating
Loss
As
a result of the foregoing, for the three months ended March 31, 2026, our operating loss was $1,406,000 an increase of $320,000, or 33%,
compared to our operating loss for the three months ended March 31, 2025 of $1,060,000.
Financial
Income (Expenses), Net
Our
financial expenses for the three months ended March 31, 2026 $70,000 compared to financial income of $182 for the three months ended
March 31, 2025.
Net
Loss
As
a result of the foregoing, our net loss for the three months ended March 31, 2026 was $1,476,000, compared to net loss of $1,060,000
for the three months ended March 31, 2025. The increase in net loss was mainly due to the reasons mentioned above.
16
Liquidity
and Capital Resources
Since
our inception, we have funded our operations primarily through public and private offerings of debt and equity securities in the State
of Israel and in the United States
As
of March 31, 2026, we had cash, cash equivalents and restricted cash of $910,000 compared to $2,557,000 of cash, cash equivalents and
restricted cash as of December 31, 2025. This decrease primarily resulted from offset by payments that were made to suppliers, resources
that were deployed to grow our businesses and payments.
In
January 2025, we entered into an At The Market Offering Agreement, or the Offering Agreement with H.C. Wainwright & Co., LLC, as
agent, or Wainwright, pursuant to which we may offer and sell, from time to time through Wainwright shares of our common stock having
an aggregate offering price of up to $4.1 million. We agreed to pay Wainwright a commission at a fixed rate of 3.0% of the aggregate
gross proceeds from each sale of the shares under the Offering Agreement. As of March 31, 2026 and the date hereof, we sold 2,011,912
pursuant to the Offering Agreement for aggregate gross proceeds of approximately $3.6 million.
Cash
used in operating activities amounted to $2,069,000 for the three months ended March 31, 2026, compared to $1,268,000 for the three months
ended March 31, 2025. The increase in cash used in operating activity is derived mainly from increase in the net loss offset by a change
in inventory and account receivables.
Cash
used in investing activities amounted to $46,000 for the three months ended March 31, 2026 while there was no cash used or provided
both for the three months ended March 31, 2025. The cash used to purchase property and equipment.
Net
cash provided by financing activities was $453,000 for the three months ended March 31, 2026, compared to $95,000 for the three months
ended March 31, 2025. The cash flow from financing activities for the three months ended March 31, 2026 resulted from loan proceeds and
the issuance of shares during the period.
We
expect that the we will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on
the projected cash flows and cash balances as of the date of these financial statements, management is of the opinion that there is an
uncertainty that its existing cash will be sufficient to fund operations for a period of more than 12 months. As a result, there is substantial
doubt about the Company’s ability to continue as a going concern. We will need to raise additional capital, which may not be available
on reasonable terms or at all. Additional capital would be used to accomplish the following:
● finance
our current operating expenses;
● pursue
growth opportunities;
● hire
and retain qualified management and key employees;
● respond
to competitive pressures;
● comply
with regulatory requirements; and
● maintain
compliance with applicable laws.
Current
conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available
only on unfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic
conditions, the security situation in Israel, and a number of other factors, many of which are outside our control, and on our financial
performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at all or on terms that
are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our business, results
of operations and financial condition.
To
the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities
could result in substantial dilution for our current stockholders. The terms of any securities issued by us in future capital-raising
transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants
or other derivative securities, which may have a further dilutive effect on the holders of any of our securities then-outstanding. We
may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for our common stock in
connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities
for capital-raising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility
of such issuance, may cause the market price of our common stock to decline and existing stockholders may not agree with our financing
plans or the terms of such financings. In addition, we may incur substantial costs in pursuing future capital financing, including investment
banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may
also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants,
which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be
available on terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to
curtail our development activities and growth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to
cease our operations, which would have a material adverse effect on our business, results of operations and financial condition.
We
have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests,
derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other
obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk
support.
17
Critical
Accounting Estimates
Our
management’s discussion and analysis of our financial condition and results of operations is based on our financial statements,
which we have prepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards
Board. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the
reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.
Our
significant accounting policies were revenue from contracts with customers which are more fully described in the notes to our financial
statements included herein. We believe these accounting policies discussed below are critical to our financial results and to the understanding
of our past and future performance, as these policies relate to the more significant areas involving management’s estimates and
assumptions. We consider an accounting estimate to be critical if: (1) it requires us to make assumptions because information was not
available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2) changes in the
estimate could have a material impact on our financial condition or results of operations.
Item
3. Quantitative and Qualitative Disclosure About Market Risk.
Not
required for a smaller reporting company.
Item
4. Controls and Procedures.
Disclosure
Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under
the Exchange Act, and the rules and regulations thereunder, is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing
and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply
its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As
required by Rule 13a-15(b) under the Exchange Act, our management, under the supervision and with the participation of our principal
executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2026. Based upon such
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of March
31, 2026 were effective.
Our
Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls and procedures or our internal controls
will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there
are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,
have been detected.
Changes
in Internal Controls
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.
18
Part
II – Other Information
Item
1. Legal Proceedings.
From
time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may
harm our business.
Shimon
Shukron
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.
Item
1A. Risk Factors.
There have been no material
changes to our risk factors from those disclosed in “Part I. Item 1A. Risk Factors” in the Company’s Annual Report
on Form 10-K filed with the SEC on April 15, 2026.
19
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
Item
5. Other Information.
During
the quarter ended March 31, 2026, 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
6. Exhibits.
Exhibit
Number
Description
of Exhibits
31.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
32.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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
20
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
My
Size, Inc.
By:
/s/ Ronen Luzon
Date:
May 14, 2026
Ronen
Luzon
Chief
Executive Officer
(Principal
Executive Officer)
Date:
May 14, 2026
By:
/s/ Oren Elmaliah
Oren
Elmaliah
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
21
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.