What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2025-11-14 · 95 added, 156 removed, 154 unchanged (62% of the section changed)

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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, 2024, filed with the Securities and Exchange Commission, or the SEC on March 27, 2025, or the Annual Report, including the consolidated

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.

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projections contained in the forward-looking statements include but are not limited to:

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;

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;

related to our ability to continue as a going concern;

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ability to achieve customer adoption of our products;

ability to realize the benefits of our acquisitions of Orgad, Naiz and New Percentil;

dependence on assets we purchased from a related party;

ability to realize the benefits of our acquisitions of Orgad, Naiz, the Percentil production unit and ShoeSize.Me;

ability to enhance our brand and increase market awareness;

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success of our strategic relationships with third parties;

● information

technology system failures or breaches of our network security;

● competition

from competitors;

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or future litigation;

or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated

liquidity risk

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;

or future unfavorable economic and market conditions and adverse developments with respect

to financial institutions and associated liquidity risk

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

impact of the political and security situation in Israel on our business.

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in this Quarterly Report on Form 10-Q are to MySize, Inc., a Delaware corporation, and its subsidiaries, including MySize Israel 2014

My Size LLC, Orgad International Marketing Ltd., or Orgad, and Naiz Bespoke Technologies, S.L, or Naiz Fit, New Percentil, S.L.,

or New Percentil, Rotrade Ltd., ShoeSize.Me AG (“ShoeSizeMe”) and

Ten Peacks Ltd.

taken as a whole.

My Size LLC, Orgad International Marketing Ltd., or Orgad, Naiz Bespoke Technologies, S.L, or Naiz Fit, New Percentil S.L.

Percentil, ShoeSize.Me AG o r ShoeSizeMe and Ten Peacks Ltd.

Or Ten Peacks taken as a whole.

dollars” and “$” are to currency of the United States of America, and references to “NIS”

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dollar translations of NIS amounts presented in this Quarterly Report on

Form 10-Q for nine months ended on September 30, 2025 are translated using the rate of NIS 3.306 to $1.00.

Form 10-Q for three months ended on March 31, 2026 are translated using the rate of NIS 3.165 to $1.00.

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.

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

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

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

To date, we have generated

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

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

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

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

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

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

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

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

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

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

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

We also recently

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

experience offered to fashion buyers, both online and offline.

September 8, 2025, we entered into a Share Sale and Purchase Agreement, or the Purchase Agreement, with certain sellers, or the Sellers,

who were the holders of 100% of the share capital of ShoeSize.Me, a Swiss SaaS company specializing in AI-powered footwear sizing

and fit solutions, or ShoeSizeMe, pursuant to which the Sellers agreed to sell to us all of the issued and outstanding shares of ShoeSizseMe.

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

consideration for the purchase of the shares of ShoeSizeMe and in accordance with the Purchase Agreement, the Sellers received (i) a

cash payment of $150,000 and (ii) 241,093 shares of our common stock (having an aggregate value of $290,000, determined by dividing $290,000

by the average closing price of our common stock during the seven trading days immediately preceding the Closing Date.

May 9, 2025, our newly-formed, wholly-owned subsidiary, New Percentil, a limited liability company incorporated under the laws

of Spain, or New Percentil, entered into a production unit transfer agreement, or the Production Transfer Agreement, with Casi Nuevo

Kids, S.L., a limited liability company incorporated under the laws of Spain, or Casi Nuevo, pursuant to which New Percentil acquired,

or the Acquisition, a production unit of Casi Nuevo with a trade name of Percentil, or the Production Unit or Percentil, that was judicially

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

The Acquisition was completed on May 9, 2025.

to the Production Transfer Agreement, New Percentil acquired the Production Unit, which consists of warehouse infrastructure and equipment,

including Percentil’s central warehouse, process and logistics equipment, including Percentil’s proprietary quality control

and picking systems, AI-powered pricing engine and proprietary garment assessment tools and processes, computer and electronic equipment,

including photographic equipment and content production, equipment for garments and product presentation, supplies and support equipment,

inventory and other equipment and tools.

In addition, pursuant to the Production Transfer Agreement, New Percentil was subrogated exclusively

in the position of Casi Nuevo in the labor contracts of 17 former employees of Casi Nuevo, including its chief executive officer and

chief marketing officer, who have transferred to New Percentil in connection with the Acquisition, or the Percentil Employees.

total purchase price of the Acquisition was €610,806.81 (approximately $679,000), which consists of (i) €40,000 (approximately

$45,000) paid by Naiz Fit, (ii) €358,196 (approximately $398,000) for the assumption of certain liabilities owed by Casi Nuevo to

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

the Percentil Employees, and (iv) €164,610 (approximately $183,000) for the assumption of accrued labor liabilities related to the

Percentil Employees.

Production Unit’s assets that were acquired by New Percentil in connection with the Acquisition were acquired free of liens, encumbrances,

attachments or third party rights.

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

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

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

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

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addition, U.S.

President Trump has continued to make announcements regarding the imposition of new and higher U.S.

President Trump has made a series of announcements regarding the imposition of new and higher U.S.

tariffs on imports

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goods and other countermeasures.

We are continuing to monitor 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 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.

also continuously monitor geopolitical conflicts around the world, including the ongoing conflict between Russia and Ukraine and conflicts

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table below provides our results of operations for the periods indicated.

Nine-Months Ended

September 30,

Three months ended

September 30,

(dollars in thousands)

Cost of revenues

Operating expenses

Research and development

Research and development expenses

Sales and marketing

General and administrative

Impairment of goodwill

Total operating expenses

Operating loss

Financial income (expenses), net

Loss before taxes

Taxes on income

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

and Three Months Ended September 30, 2025 Compared to Nine and Three Months Ended September 30, 2024

revenues for the nine months ended September 30, 2025 amounted to $6,057,000 compared to $6,802,000 for the nine months ended September

The decrease in the nine months ended September 30, 2025 from the corresponding period is primarily attributable to a decrease

in Orgad sales.

revenues for the three months ended September 30, 2025 amounted to $2,572,000 compared to $1,839,000 for the three months ended September

The increase in the three months ended September 30, 2024 from the corresponding period is primarily attributable to the inclusion

of New Percentil in the consolidated reporting as of September 30, 2025.

cost of revenues for the nine months ended September 30, 2025 amounted to $3,504,000 compared to $3,831,000 for the nine months ended

September 30, 2024.

The decrease in comparison with the corresponding period was mainly due to transition to fulfillment by Amazon shipping

and warehousing method.

cost of revenues expenses for the three months ended September 30, 2025 amounted to $1,563,000 compared to $1,048,000 for the three months

ended September 30, 2024.

The increase in comparison with the corresponding period was attributable to the inclusion of New Percentil

and ShoeSizeMe in the consolidated reporting as of September 30, 2025.

Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

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

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

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.

and Development Expenses

research and development expenses for the nine months ended September 30, 2025 amounted to $355,000 compared to $352,000 for the nine

months ended September 30, 2024.

The increase from the corresponding period was mainly due to the annual salary increase of the retained

employees in Naiz Fit and inclusion of New Percentil in the consolidated reporting as of September 30, 2025.

research and development expenses for the three months ended September 30, 2025 amounted to $131,000 compared to $89,000 for the three

months ended September 30, 2024.

The increase was mainly due to the annual salary increase of the retained employees in Naiz Fit and

inclusion of New Percentil in the consolidated reporting as of September 30, 2025.

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.

and Marketing Expenses

sales and marketing expenses for the nine months ended September 30, 2025 amounted to $2,321,000 compared to $2,670,000 for the nine

months ended September 30, 2024.

The decrease primarily resulted from a decrease in salary expenses due to reduced headcount, consultant

expenses, travel and marketing expenses.

sales and marketing expenses for the three months ended September 30, 2025 amounted to $1,234,000 compared to $737,000 for the three

months ended September 30, 2024.

The increase primarily is attributable to the increased marketing effort of Naiz Fit for the three months

period ended September 30, 2025 as well as the inclusion of New Percentil in the consolidated reporting as of September 30, 2025.

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

and Administrative Expenses

general and administrative expenses for the nine months ended September 30, 2025 amounted to $2,735,000 compared to $2,572,000 for the

nine months ended September 30, 2024.

The increase primarily is attributable to the inclusion of New Percentil and ShoeSizeMe in the

consolidated reporting as of September 30, 2025.

general and administrative expenses for the three months ended September 30, 2025 amounted to $1,000,000 compared to $640,000 for the

three months ended September 30, 2024.

The increase primarily is attributable to the inclusion of New Percentil and ShoesSizeMe in the

consolidated reporting as of September 30, 2025.

a result of the foregoing, for the nine months ended September 30, 2025, our operating loss was $3,002,000, a decrease of $252,000, or

8% lower, compared to our operating loss for the nine months ended September 30, 2024 of $3,254,000.

a result of the foregoing, for the three months ended September 30, 2025, our operating loss was $1,356,000, an increase of $50,000, or

4% higher, compared to our operating loss for the three months ended September 30, 2024 of $1,306,000.

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.

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.

Income (Expenses), Net

financial income for the nine months ended September 30, 2025 was $157,000 compared to financial expenses of $26,000 for the nine months

ended September 30, 2024.

financial income for the three months ended September 30, 2025 was $21,000 compared to financial income of $6,000 for the three months

ended September 30, 2024.

a result of the foregoing, our net loss for the nine months ended September 30, 2025 was $2,845,000, compared to net loss of $3,280,000

for the nine months ended September 30, 2024.

The decrease in net loss was mainly due to the reasons mentioned above.

a result of the foregoing, our net loss for the three months ended September 30, 2025 was $1,335,000 compared to net loss of $1,300,000

for the three months ended September 30, 2024.

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.

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.

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of Israel and in the United States

of September 30, 2025, we had cash, cash equivalents and restricted cash of $4,493,000 compared to $4,880,000 of cash, cash equivalents

and restricted cash as of December 31, 2024.

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 related to the New Percentil and ShoeSizeMe acquisition.

that were deployed to grow our businesses and payments.

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 September 30, 2025, we sold 1,557,727

shares of common stock pursuant to the Offering Agreement for aggregate gross proceeds of approximately $3,096,000.

used in operating activities amounted to $2,806,000 for the nine months ended September 30, 2025, compared to $2,523,000 for the nine

months ended September 30, 2024.

The increase in cash used in operating activity is derived mainly from the increase in inventory and

customers, offsetting the decrease in net loss.

cash used by investing activities was $196,000 for the nine months ended September 30, 2025, compared to the $60,000 cash provided for

the nine months ended September 30, 2024.

cash provided by financing activities was $2,710,000 for the nine months ended September 30, 2025, compared to $2,626,000 for the nine

months ended September 30, 2024.

The cash flow from financing activities for the nine months ended September 30, 2025 resulted from the

issuance of shares during the period.

expect that 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 September 30, 2025, we believe our existing cash will not be sufficient to fund operations for a period

of more than 12 months.

As a result, there is substantial doubt about our 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.

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.

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.

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.

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.

expect that the we will continue to generate losses and negative cash flows from operations for the foreseeable future.

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:

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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 2. Management’s Discussion and Analysis