My Size, Inc. 10-Q

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