What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2025-11-14 · 273 added, 664 removed, 173 unchanged (84% of the section changed)

1 unchanged sentence

and Subsidiaries

of September 30, 2025

of March 31, 2026

Dollars in Thousands

MY SIZE, INC.

AND ITS SUBSIDIARIES

Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

Consolidated Interim Balance Sheets (Unaudited)

Consolidated Interim Statements of Comprehensive Loss (Unaudited)

Consolidated Interim Statements of Changes in Stockholders’ Equity (Unaudited )

Consolidated Interim Statements of Cash flows (Unaudited)

to Condensed Consolidated Interim Financial Statements (Unaudited)

Condensed Consolidated Interim Financial Statements as of

March 31, 2026 (Unaudited)

Condensed Consolidated Interim Balance Sheets (Unaudited)

Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited)

Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity (Unaudited)

Condensed Consolidated Interim Statements of Cash flows (Unaudited)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

AND ITS SUBSIDIARIES

3 unchanged sentences

Cash and cash equivalents

Restricted cash

Account receivables

Other receivables and

prepaid expenses

Other receivables and prepaid expenses

Total current assets

Long term deposits

Property and equipment, net

4 unchanged sentences

Total non-current assets

Liabilities and stockholders’

Liabilities and stockholders’ equity

Current liabilities:

3 unchanged sentences

Liabilities to related parties

Seller payable

Seller payables

Other payables

2 unchanged sentences

Operating lease liability

Other Non-Current Liabilities

Total non-current liabilities

Commitments and contingencies

Commitments and contingent

Total liabilities

Stockholders’ equity:

2 unchanged sentences

250,000,000 shares;

and outstanding:

3,848,979 and 2,040,159 as of September 30, 2025 and December 31, 2024, respectively

Issued and outstanding:

and 4,639,784 as of March 31, 2026 and

December 31, 2025, respectively

Common stock of $0.001 par value - Authorized:

250,000,000 shares;

Issued and outstanding:

and 4,639,784 as of March 31, 2026 and

December 31, 2025, respectively

Additional paid-in capital

1 unchanged sentence

Accumulated deficit

stockholders’ equity

liabilities and stockholders’ equity

Total stockholders’ equity

Total liabilities and stockholders’ equity

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

2 unchanged sentences

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

September 30,

Three-Months Ended

Cost of revenues

3 unchanged sentences

General and administrative

Impairment of goodwill

Total operating expenses

2 unchanged sentences

Loss before taxes

Taxes on income

Other comprehensive income

Foreign currency translation

comprehensive loss

Other comprehensive income (loss):

Foreign currency translation differences

Total comprehensive loss

Basic and diluted loss per share

Basic and diluted weighted average number

of shares outstanding

Basic and diluted weighted average number of shares outstanding

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

5 unchanged sentences

Balance as of January 1, 2026

Stock-based compensation related to options

granted to employees and consultants

Issuance of shares pursuant to At The Market

Offering Agreement for - net of $ 252

Stock-based compensation related to options granted to employees and consultants

Issuance of shares pursuant to At The Market Offering Agreement - net of $ 7

issuance cost **

Issuance of shares pursuant to At The Market

Offering Agreement for - net

Investment in Shoe Size Me ***

Total comprehensive loss

Balance as of September 30, 2025

Balance as of March 31, 2026

(*) Represents

an amount less than $1.

2 unchanged sentences

Balance as of January 1, 2025

Stock-based compensation related to options

granted to employees and consultants

Issuance of shares post Business Combination

Effect of reverse stock split

Issuance of shares, net of issuance cost of $ 442

Issuance of shares, net of issuance cost

Exercise of shares in abeyance

Total comprehensive loss

Balance as of September 30, 2024

an amount less than $1.

comprehensive

stockholders’

Balance as of July 1, 2025

Stock-based compensation related to options

granted to employees and consultants

Issuance of shares pursuant to At The Market

Offering Agreement for - net of $ 37

Stock-based compensation related to options granted to employees and consultants

Offering Agreement - net of $ 5

issuance cost **

Issuance of shares pursuant to At The Market

Offering Agreement for - net

Investment Shoe Size Me

Total comprehensive loss

Balance as of September 30, 2025

an amount less than $1.

other comprehensive

Total stockholders’

Balance as of July 1, 2024

Stock-based compensation related to options

granted to employees and consultants

Exercise of shares in abeyance

Total comprehensive loss

Balance as of September 30, 2024

Balance as of March 31, 2025

an amount less than $1

2 unchanged sentences

dollars in thousands

Ended September 30,

Cash flows from

operating activities:

Adjustments to reconcile net loss to net cash

used in operating activities:

Loss on disposition of

property and equipment

Change in operating lease

right-of-use asset

Amortization of intangible

Impairment of goodwill

Change in liabilities to

related parties

Three-Months Ended

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Change in operating lease right-of-use asset

Amortization of intangible assets

Change in liabilities to related parties

Interest earned

Interest on long-term liabilities

Interest paid

Revaluation of investment

in marketable securities

Revaluation of investment in marketable securities

Stock based compensation

1 unchanged sentence

Change in account receivable

Changes in operating lease

Change in other receivables

and prepaid expenses

Change in other non-current asset

Changes in operating lease liabilities

Change in other receivables and prepaid expenses

Change in trade payables

Change in other payables

in Seller payable

cash used in operating activities

Cash flows from

investing activities:

Purchase of Percentil

Purchase of ShoeSizeMe

Proceeds from investment

Purchase of Property, Equipment

& Intangibles

from short-term deposits

cash (used) provided by investing activities

Cash flows from

financing activities:

Proceeds from issuance

of shares, net of issuance costs

Loans received

Change in Seller payables

Net cash used in operating activities

Cash flows from investing activities:

Purchase of property and equipment

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from issuance of shares, net of issuance costs

Repayment of loans

cash provided by financing activities

Effect of exchange rate fluctuations on cash

and cash equivalents

Increase (decrease) in cash, cash equivalents

and restricted cash

Cash, cash equivalents

and restricted cash at the beginning of the period

cash equivalents and restricted cash at the end of the period

Noncash activities:

Purchase of ShoeSizeMe - see note 6

Change in operating lease right-of-use asset

and liability

Proceeds from loan

Net cash provided by financing activities

Effect of exchange rate fluctuations on cash and cash equivalents

Decrease in cash and cash equivalents

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

Cash and Cash Equivalents

Restricted cash

Cash, Cash Equivalents and Restricted Cash at End of the Year

Supplemental disclosure of Cash Flow Information:

Cash paid for interest

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

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in a variety of novel ways.

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

in September 2025 (refer to note 6), 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

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.

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

(“New Percentil”), and acquisition of a new business unit in May 2025 (see note 6), the

Company also operates a resale platform that enables consumers to buy and sell primarily secondhand apparel.

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

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

Company has nine subsidiaries.

My Size Israel 2014 Ltd.

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

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

liability companies incorporated under the laws of Spain namely Naiz Fit and New Percentil, and ShoeSizeMe, which is incorporated

in Switzerland.

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

References to the Company include the subsidiaries unless the context indicates otherwise.

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

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

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

21, 2025, the Company established Ten Peacks Ltd.

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

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

References to the Company

include the subsidiaries unless the context indicates otherwise.

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

(“Topspin”), a private

company registered in the State of Delaware.

(“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.

Subsequently, in February

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

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

in the field of cardiology and urology.

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

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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

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

13 of Madrid (Spain).

The Acquisition was completed on May 9, 2025.

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

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

€ 570 (approximately $ 634 ).

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

additional shares or debt.

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.

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.

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.

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.

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

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

The fair value of the shares for the purchase price

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

In addition, pursuant to the Purchase Agreement, the

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

In connection

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

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

inception, the Company has incurred significant losses and negative cash flows from operations

and has an accumulated deficit of $ 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.

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.

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.

AND ITS SUBSIDIARIES

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1 - General (Cont.)

inception, the Company has incurred significant losses and negative cash flows from operations

and has an accumulated deficit of $ 66,721 .

Company has financed its operations mainly through fundraising from various investors.

Company’s management expects that the Company 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.

plans include the continued commercialization of the Company’s products and acquisition of technology, intellectual property

or businesses and securing sufficient financing through the sale of additional equity securities, debt or capital inflows from strategic

partnerships.

Management is actively looking for additional technology and commercial opportunities that will increase the company’s

The Company has sold additional securities for $ 2,846 see note 9.

Additional funds may not be available when the

Company needs them, on terms that are acceptable to it, or at all.

If the Company is unsuccessful in commercializing its products

and securing sufficient financing, it may need to cease operations.

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.

October 2023, Israel was attacked by the Hamas terrorist organization and entered a state

of war on several fronts.

In June 2025, following escalating threats and intelligence reports

of imminent attacks, Israel conducted preemptive strikes on military and nuclear infrastructure

Iran responded with drones and missiles attacks, some of which caused civilian casualties

and infrastructure damage.

After 12 days of hostilities, a ceasefire between Israel and Iran

was reached in June 2025.

As of October 9, 2025, Israel and Hamas entered into a ceasefire

agreement calling for a permanent end of the war.

However, there are no assurances that such

agreements will hold.

As a result, while the ceasefire marks a potential shift towards stability

in the region, the situation remains volatile, and the risk of broader regional escalation

involving additional actors persists.

As of the date of these consolidated financial statements,

conflict continues in parts of the region.

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 .

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.

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.

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

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.

military operation in Lebanon against Hezbollah is still ongoing and the Iran ceasefire remains fragile, with reports of continued military

operations by both sides.

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.

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.

February 24, 2022, Russia invaded Ukraine.

The outbreak of hostilities between the two countries

could result in more widespread conflict and could have a severe adverse effect on the region.

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

against Russia.

Such sanctions included, among other things, a prohibition on doing business

with certain Russian companies, officials and oligarchs;

a commitment by certain countries

and the European Union to remove selected Russian banks from the Society for Worldwide Interbank

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

and restrictive measures to prevent the Russian Central Bank from undermining the impact

of the sanctions.

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

it is expected to occur in the near future.

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

and could have a severe adverse effect on the region.

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

sanctions against Russia.

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

officials and oligarchs;

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

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

and restrictive measures

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

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

is expected to occur in the near future.

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

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and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”).

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 nine months ended September 30, 2025 not necessarily indicative

of the results that may be expected for any future period or for the year ending December 31, 2025.

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, 2024.

accounting standard that have not yet been adopted.

July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”)

2025-05 “Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract

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 remining life of the asset.

The ASU is effective for annual reporting period beginning

after December 15, 2025 and interim reporting within those annual reporting periods.

Early adoption is permitted in both interim

and annual reporting periods.

The Company is evaluating the impact of ASU 2025-05 on its consolidated financial statements if it

elects to apply the practical expedient.

In September 2025, the FASB issued ASU 2025-07 “Derivatives

Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract”.

excludes from the derivative accounting certain non-exchange-traded contracts with contracts with underlyings that are based on operations

or activities specific to one of the parties to the contract.

Further, the ASU clarifies that an entity should apply the guidance in ASC

606 to a contract with share-based noncash consideration.

The guidance in other Topics (such as ASC 815 or ASC 312) does not apply to

such consideration unless and until the entity’s right to receive or retain the consideration is unconditional.

The ASU is effective

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

Early adoption is permitted.

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

basis through cum.

In September 2025, the FASB issued ASU 2025-06 “Targeted

Improvements to the Accounting for Internal-Use Software”.

The ASU removes all references to software development stages throughout

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

The ASU allows adoption either on a prospective basis, a modified prospective approach or a retrospective approach.

accounting estimates :

350 requires goodwill to be tested for impairment at the reporting unit level at least annually, or between annual tests under 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.

impairment charge of $ 144 was recorded as the carrying value of Fashion and equipment e-commerce 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

This impairment charge was recorded within Impairment of goodwill, within the Consolidated Statement of Operations, and

within the Fashion and equipment e-commerce segment for three months ended September 30, 2025.

See note 7- Goodwill.

Accounting Policies :

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, except the following new policies which

were adopted following the business combination (see note 6):

Recognition from resale platform

is recognized in accordance with FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with

Customers (“ASC 606”).

Under ASC 606, revenue is recognized upon transfer of control of promised goods and services to

customers in an amount that reflects the consideration the Company expects to receive for those goods and services.

The Company generates

the majority of its revenue from its marketplaces, which allows its buyers to browse and purchase resale items for apparel, shoes

and accessories on behalf of sellers.

The Company recognizes revenue through the following steps:

(1) identification of the contract,

or contracts, with the customer;

(2) identification of the performance obligations in the contract;

(3) determination of the transaction

(4) allocation of the transaction price to the performance obligations in the contract;

and (5) recognition of revenue when,

or as, it satisfies a performance obligation.

buyers and sellers may be customers in the Company’s revenue arrangements.

Sellers are the primary customer in a consignment

arrangement while the buyer is the primary customer in a sale of Company-owned inventory, referred to as product sales.

with a customer exists in both cases when the end-customer purchases the goods obligating the Company to deliver the identified performance

obligation(s).

The Company requires authorization from a credit card or other payment method or verification of receipt of payment,

before the products are shipped to buyers.

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

2 - Significant Accounting Policies (Cont.)

Company generally receives payments from buyers before payments to the sellers are due.

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

The Company retains a percentage

of the proceeds received as payment for its consignment service.

The Company reports consignment revenue on net.

Title to the consigned

goods remain with the seller until transferred to the buyer, which occurs 90 days subsequent to purchase of the consigned goods and

upon expiration of the allotted return period.

The Company does not take title of consigned goods at any time except in certain cases

where the consignment window of 90 days expires or returned goods become Company owned inventory and becomes product revenue.

revenue is generally recognized upon purchase of the consigned good by the buyer as its performance obligation of providing consignment

services to the consignor is satisfied at that point.

Consignment revenue is also recognized upon purchase of the consigned good

for which the consignment window has already expired and the Company has taken title to the consigned good.

Consignment revenue is

recognized gross of seller payouts but net of discounts, incentives and returns.

Value added tax assessed by governmental authorities

is excluded from revenue.

Company recognizes product revenue on a gross basis as the Company acts as the principal in the transaction.

Revenue is recognized at

the time control of the asset is transferred to the customer, which is typically upon delivery and acceptance by the customer.

is the seller and not an agent due to inventory risk.

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.

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.

of resale platform.

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

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

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

to the seller and related inbound shipping costs.

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

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

values of each disposition category.

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

of expected sell-through.

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.

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

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

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.

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.

Significant Accounting Policies :

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.

3 – Financial Instruments

1 unchanged sentence

and short and long term loans approximate their fair value due to the short-term maturities of such instruments.

Company holds share certificates in My City Builders, Inc.

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

traded company on the OTCQB.

Company holds share certificates My City Builders, Inc.

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

company on the OTCQB.

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

4 unchanged sentences

Financial assets

Investment in marketable securities

in marketable securities

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

3 - Financial Instruments (Cont.)

value hierarchy

Financial assets

Investment in marketable securities

the nine-month period and three months ended September 30, 2025 and 2024, the Company recognized gain (based on quoted market prices

with a discount due to security restrictions on MYCB shares) of the marketable securities was $ 7 , $ 0 , $ 1 and $( 21 ) respectively.

in marketable securities (*)

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.

4 - Stock Based Compensation

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:

of Stock Based Compensation Expenses

months ended September 30,

Stock-based compensation expense

– Cost of revenues

Stock-based compensation expense - Research

and Development,

Stock-based compensation expense - Sales and

Stock-based compensation

expense - General and administrative

Stock-based compensation

months ended September 30,

Stock-based compensation expense

- Research and development

Stock-based compensation expense - Sales and

Stock-based compensation

expense - General and administrative

Sales and Marketing and General and Administrative expenses as shown in the following table:

of Stock Based Compensation Expenses

Three months ended

Stock-based compensation expense – Cost of revenues

Stock-based compensation expense - Research and development

Stock-based compensation expense - Sales and marketing

Stock-based compensation expense - General and administrative

Stock-based compensation expense

4 unchanged sentences

Option Plan for Employees:

total number of shares of common stock which may be granted to directors, officers and employees under the 2017 Equity Incentive Plan

(the “Plan”), is limited to 756,691 shares.

In addition, in September 2025, the Company’s stockholders approved an

amendment to the Plan to adopt an evergreen provision such that, beginning on January 1, 2026 and ending on and including January 1,

2029, the share reserve under the Plan will be automatically increased by a number of shares of the Company’s common stock equal

to the lesser of (A) 5 % of the aggregate number of shares of the Company’s common stock outstanding on the final day of the immediately

preceding calendar year or (B) such smaller number of shares as is determined by the Company’s board of directors.

February 14, 2024, the Compensation Committee of the Company granted restricted common stock awards under the Company’s 2017 Equity

Incentive Plan to Ronen Luzon, Oren Elmaliah 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

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

compensation cost resulting from the grant is approximately $ 314 and is expected to be recognized over a period of 3 years.

fair value of each option award is estimated on the date of grant using the Binomial option-pricing model that used the weighted average

assumptions in the following table.

The risk free rate for the expected term of the option is based on the U.S.

Treasury yield curve

in effect at the time of grant.

of Fair Value Assumptions of Stock Option

Dividend yield

Expected volatility

Risk-free interest

Contractual term

Dividend yield

Expected volatility

135.6 - 211.3 %

Risk-free interest

Contractual term

were no options, shares of restricted common stock or RSUs granted during the nine-month period September 30, 2025, compared to an aggregate

of 91,875 options, shares of restricted common stock and RSUs granted during the nine-month period ended September 30, 2024, under the

No options were exercised.

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 .

total stock option compensation expense for employees during the nine and three-month period ended September 30, 2025 and 2024 was $ 84 ,

$ 16 and $ 235 , and $ 214 , respectively.

total stock option compensation expense relating to the Orgad acquisition during the nine and three-month period ended September 30,

2025 and 2024 was $ 0 , $ 0 , $ 3 , and $ 0 respectively.

issued to consultants:

July 2023, the Company entered into a six month agreement (the “Consultant Agreement”) with a consultant (the “Consultant”)

to provide services to the Company, including assisting the Company to promote, market and sell the Company’s technology to potential

customers and make strategic introductions and inquiries with interested parties in the financial community.

Pursuant to the Consultant

Agreement and in partial consideration for such consulting services, the Company issued to the Consultant (i) 5,000 shares of restricted

common stock of the Company, (ii) a warrant to purchase 12,500 shares of common stock at an exercise price of $4.00 per share and exercisable

for a term of 36 months from the date of issuance, and (iii) a warrant to purchase 12,500 shares of common stock at an exercise price

of $6.00 per share and exercisable for a term of 36 months from the date of issuance .

issuance was approved by the Company’s board of directors in February 2024.

the nine and three-month periods ended September 30, 2025 and 2024, the Company recorded $ 0 , $ 0 and $ 71 , and $ 0 respectively, as stock-based

equity awards with respect to the Consultant.

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

4 - Stock Based Compensation (Cont.)

issued in connection with the acquisition of ShoeSizeMe

to the Purchase Agreement, the Company issued a key employee of ShoeSizeMe a warrant (the “Warrant”) to purchase up to 28,000

shares of the Company’s common stock (such shares of common stock underlying the Warrant, the “Warrant Shares”).

Warrant provides for a tiered exercise structure, with (i) 10,000 Warrant Shares exercisable at $ 2.00 per Warrant Share, (ii) 6,000 Warrant

Shares exercisable at $ 3.00 per Warrant Share, (iii) 5,000 Warrant Shares exercisable at $ 4.00 per Warrant Share, (iv) 4,000 Warrant

Shares exercisable at $ 5.00 per Warrant Share, and (v) 3,000 Warrant Shares exercisable at $ 6.00 per Warrant Share

Warrant is subject to vesting upon satisfaction of certain service-based, financial performance and integration milestones, as follows:

Continuing Service Milestone :

50 % of the Warrant shall vest and become exercisable on the 12-month anniversary of the issuance

date of the Warrant, provided that the Warrant holder shall have been continuously providing services to the Company through such 12-month

Financial Result Milestone :

The vesting of up to 25% of the Warrant is contingent on ShoeSizeMe’s gross revenue for the

12-month period following the closing date (beginning September 1, 2025) compared to the 12-month period ended August 31, 2025 (the prior-year

revenue) as follows:

(i) the entire 25% of the Warrant shall vest and become exercisable if ShoeSizeMe’s post-closing revenue is

equal to or greater than 95% of the prior-year revenue, (ii) 12.5% of the Warrant (or 50% of the portion the Warrant subject to the vesting

terms in connection with the Financial Result Milestone) shall vest and become exercisable if ShoeSizeMe’s post-closing revenue

is equal to or greater than 80% but less than 95% of the prior-year revenue;

and (iii) no portion of the Warrant subject to the vesting

terms in connection with the Financial Result Milestone shall vest if ShoeSizeMe’s post-closing revenue is less than 80% of the

prior-year revenue .

Integration Milestone :

The vesting of 25 % of the Warrant is contingent on the completion of the full integration (as determined

by the Company at its reasonable discretion) of ShoeSizeMe into the Company’s wholly-owned subsidiary, Naiz Bespoke Technologies,

S.L., by March 31, 2026.

award was determined to be a share-based payment accounted for under ASC 718, as vesting is contingent upon the employee’s continued

service and performance conditions.

The grant-date fair value of the warrant was measured using an option-pricing model and a compensation

expense is recognized over the vesting periods, based on management’s assessment of the likelihood of achieving the performance

and integration conditions.

The award is classified as equity, as it will be settled in a fixed number of shares with fixed exercise

total number of shares of common stock which may be granted to directors, officers and employees under this plan, is limited to 756,691

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.

total stock option compensation expense for employees during the three-month period ended March 31, 2026 and 2025 was $ 47 and $ 22 , respectively.

5 - Contingencies and Commitments

July 2024, the Company was served with a legal complaint filed by Shimon Shukron in the Magistrate’s Court in Herzliya (the

“Court”) for a monetary award in an amount of NIS 1,895,345 (approximately $ 510 ).

The plaintiff alleges that due to the

fire that broke out at Orgad’s warehouse in January 2023, the fire spread to the plaintiff’s business and caused heavy

damage to the structure and contents, inventory of the business and loss of profits.

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 175,000 (approximately $ 53 ), at this stage.

6 – Business Combination

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

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

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

of Madrid (Spain).

The Acquisition was completed on May 9, 2025.

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

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

30, 2025 were $ 515 .

Consideration

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

assets acquired and liabilities assumed

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

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

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

Such estimates are subject to change

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

The purchase price allocation was not finalized due to examination

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

Any adjustments to the preliminary purchase price allocation identified

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

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

6 – Business Combination (Cont.)

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

Schedule of Preliminary Fair Value of Assets

Acquired and Liabilities

Account receivable

Other receivable

Client relationship**

Trade payables

Other payables

Sellers payables

Long-term payables

Total consideration

estimated useful life of technology is 2 years.

technology was calculated using MEEM replacement cost and is ranked as Level 3 assets as there is no active market.

Acquisition-related

Company did not incur any direct transaction costs during the nine month period ended September 30, 2025.

of ShoeSizeMe

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

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

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

30, 2025 were $ 3 .

Consideration

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

payment of $ 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 .

assets acquired and liabilities assumed

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

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

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

Such estimates are subject to change

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

The purchase price allocation was not finalized duo to examination

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

Any adjustments to the preliminary purchase price allocation identified

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

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

6 – Business Combination (Cont.)

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

Schedule of Preliminary Fair Value of Assets

Acquired and Liabilities

Account receivable

Other receivable

Client relationship**

Trade payables

Other payables

Deferred tax liability

Deferred tax Asset

Total consideration

estimated useful life of technology is 5

technology was calculated using MEEM replacement cost and is ranked as Level 3 assets as there is no active market.

estimated useful life of Client relationship is 5 years.

The Client relationship was calculated using MEEM

replacement cost and is ranked as Level 3 assets as there is no active market.

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 is not tax

deductible the Goodwill is related to our SAAS segment.

Acquisition-related

Company occurred $ 80 in direct transaction costs during the nine month period ended September 30, 2025 which were included in

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

of June 30, 2025, the Company experienced a triggering event in the reporting period due to sustained decreases in the Company’s

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

including definite-lived intangibles.

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

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

Schedule of Impairment Analysis

December 31, 2024

7.5 % - 65.6 %

June 30, 2025

7.5 % - 31.6 %

June 2025, 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 for the quarter ended September

30, 2025 (level 3 fair value measurement).

impairment charge was recorded within Impairment of goodwill, within the Consolidated Statement of Operations, and within the Fashion

and equipment e-commerce platform segment for the Nine months ended September 30, 2025.

aggregate carrying amounts of goodwill allocated to each reporting unit are as follows:

of Aggregate Carrying Amount of Goodwill

Resale platform

Fashion and equipment e-commerce platform

SaaS Solutions

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.

AND ITS SUBSIDIARIES

2 unchanged sentences

6 – Operating Segments

Company has the following four

(i) fashion and equipment e-commerce platform, (ii) SaaS based innovative artificial intelligence driven measurement

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 and equipment 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).

platform currently operates as a separate segment under New Percentil following the closing of the Acquisition in May 2025.

other segment currently operates under Ten Peacks.

The Company is evaluating and integrating into this segment

and may consolidate it in the future.

Company operating segments are the same as its reportable segments.

Company has the following four segments:

(i) Fashion e-commerce platform, (ii) SaaS solutions, (iii) resale platform for apparel and

This realignment reflects the way resources are allocated, and performance is assessed by the Chief Operating

Decision Maker.

The Fashion e-commerce platform which represents Orgad’s activity that was acquired by the Company in 2022, mainly

operates on Amazon.

The SaaS based innovative artificial intelligence driven measurement solutions, or SaaS Solutions operating segment

consists of the Company and certain of its subsidiaries, My Size Israel, My Size LLC, Naiz and ShoeSizeMe (purchased in September 2025).

The resale platform currently operates as a separate segment under New Percentil following the closing of the Acquisition

The other segment currently operates under Ten Peacks.

CODM reviews total operating expenses and consolidated net loss to assess performance, forecast future financial results, and allocate

3 unchanged sentences

and marketing salaries, and other segment expenses.

For the fashion and equipment e-commerce platform operating segment, the CODM also

reviews gross profit and Amazon fees.

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.

5 unchanged sentences

Indirect operating expenses,

such as insurance, legal, and audit services, are mostly allocated based on revenues, most of which is allocated to the fashion and equipment

e-commerce platform segment.

related to the operations of the Company’s reportable operating segments is set forth below:

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

As of the nine months ended September 30,

Revenues from external customers

Cost of revenues

Research and development expenses

Sales and marketing Salaries

Impairment of goodwill

Other Segment Items (*)

Reconciliation of Profit or Loss

Financial income, (expense) net

Loss before income taxes

Significant non-cash items:

Share based payments

segments include shared based payments, rent and related expenses, professional services, insurance and other expenses.

As of the nine months ended September

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

8 – Operating Segments (Cont.)

As of the nine months ended September 30, 2024

As of the three months ended March 31, 2026

Revenues from external customers

2 unchanged sentences

Sales and marketing salaries

Impairment of goodwill

Other Segment Items (*)

4 unchanged sentences

Share based payments

segments include shared based payments, rent and related expenses, professional services, insurance and other expenses.

and equipment

As of the three months ended September 30,

segments items include share based payments, rent and related expenses, professional services,

insurance and other expenses.

As of March 31, 2026:

As of the three months ended March 31, 2025

Revenues from external customers

4 unchanged sentences

Reconciliation of Profit or Loss

Financial income, (expense) net

Loss before income taxes

1 unchanged sentence

Share based payments

segments items include shared based payments, rent and related expenses, professional services, insurance and other expenses.

(*) Other segments items include shared based payments, rent and related expenses, professional

services, insurance and other expenses.

As of March 31, 2025:

Saas Solution

As of March 31, 2025:

AND ITS SUBSIDIARIES

1 unchanged sentence

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

8 – Operating Segments (Cont.)

As of the three months ended September 30,

Revenues from external customers

Cost of revenues

Research and development expenses

Sales and marketing Salaries

Impairment of goodwill

Other Segment Items (*)

Reconciliation of Profit or Loss

Financial income, (expense) net

Loss before income taxes

Significant non-cash items:

Share based payments

As of December 31, 2024

7 – Significant events during the reporting period .

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

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 September

30, 2025, the Company sold 1,557,727

shares pursuant to the Offering Agreement for aggregate gross proceeds of approximately $ 3,098

Prepaid legal and auditing costs are classified as other non-current assets in the balance sheet.

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

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

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.

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

What changed 10-Q

Item 1. Financial Statements