UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
10-Q
☒
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2026
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ______ to _______
Commission
File No. 001-37370
MY
SIZE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
51-0394637
(State
or other jurisdiction
(I.R.S.
Employer
of
incorporation or organization)
I.D.
No.)
HaNegev
4 , POB 1026 , Airport City , Israel , 7010000
(Address
of principal executive offices)
+972 - 3-600-9030
Registrant’s
telephone number, including area code:
Sec urities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, $0.001 par value per share
MYSZ
Nasdaq
Capital Market
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
☐
Accelerated
filer
☐
Non-accelerated
filer
☒
Smaller
reporting company
☒
Emerging
growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: as of August
13, 2026, 728,482 shares
of common stock, par value $ 0.001
per share were issued and outstanding.
MY
SIZE, INC.
INDEX
TO QUARTERLY REPORT ON FORM 10-Q
FOR
THE QUARTER ENDED JUNE 30, 2026
TABLE
OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
1
Item
1.
Condensed Consolidated Interim Financial Statements (Unaudited)
1
Condensed Consolidated Interim Balance Sheets
3
Condensed Consolidated Interim Statements of Comprehensive Loss
4
Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity
5
Condensed Consolidated Interim Statements of Cash Flows
6
Notes to Condensed Consolidated Interim Financial Statements
7
Item
2.
Management’s Discussion & Analysis of Financial Condition and Results of Operations
15
Item
3.
Quantitative and Qualitative Disclosure About Market Risk
20
Item
4.
Controls and Procedures
20
PART II - OTHER INFORMATION
21
Item
1.
Legal Proceedings
21
Item
1A.
Risk Factors
21
Item
2.
Unregistered Sales of Equity Securities and Use of Proceeds
21
Item
3.
Defaults Upon Senior Securities
21
Item
4.
Mine Safety Disclosures
21
Item
5
Other information
21
Item
6.
Exhibits
21
PART
I
FINANCIAL
INFORMATION
Item
1. Financial Statements.
My
Size, Inc. and Subsidiaries
Condensed
Consolidated
Interim
Financial
Statements
As
of June 30, 2026
(unaudited)
U.S.
Dollars in Thousands
1
MY
SIZE, INC. AND ITS SUBSIDIARIES
Condensed
Consolidated Interim Financial Statements as of June 30, 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)
7-14
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)
June 30,
December 31,
2026
2025
Assets
Current Assets:
Cash and cash equivalents
453
2,303
Restricted cash
258
254
Inventory
1,961
3,034
Account receivables
927
1,214
Other receivables and
prepaid expenses
667
935
Total current assets
4,266
7,740
Property and equipment, net
95
110
Operating right-of-use asset
92
106
Intangible assets
1,383
1,596
Goodwill
633
640
Investment in marketable securities
2
2
Other non-current asset
12
10
Total non-current assets
2,217
2,464
Total
assets
6,483
10,204
Liabilities and stockholders’
equity
Current liabilities:
Bank overdraft
10
-
Operating lease liability
22
26
Short-term loans
206
94
Trade payables
1,032
2,221
Liabilities to related parties
117
93
Seller payables
217
251
Other payables
1,701
1,446
Total current liabilities
3,305
4,131
Long-term loans
775
831
Operating lease liability
56
85
Total non-current liabilities
831
916
Commitments and contingent
-
-
Total
liabilities
4,136
5,047
Stockholders’ equity:
Stock Capital -
Common stock of $ 0.001
par value - Authorized: 250,000,000
shares; Issued and outstanding: 602,271
and 579,973
as of June 30, 2026 and December 31, 2025, respectively *
1
1
Additional paid-in capital
75,962
75,594
Accumulated other comprehensive loss
( 660 )
( 710 )
Accumulated deficit
( 72,956 )
( 69,728 )
Total
stockholders’ equity
2,347
5,157
Total
liabilities and stockholders’ equity
6,483
10,204
* After giving effect to the reverse stock split, see also Note 1(c).
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)
2026
2025
2026
2025
Six-Months
Ended
Three-Months
Ended
June
30,
June
30,
2026
2025
2026
2025
Revenues
5,464
3,485
3,070
2,006
Cost of revenues
( 3,551 )
( 1,941 )
( 2,097 )
( 882 )
Gross profit
1,913
1,544
973
1,124
Operating expenses
Research and development
( 614 )
( 224 )
( 375 )
( 142 )
Sales and marketing
( 2,025 )
( 1,087 )
( 1,135 )
( 520 )
General and administrative
( 2,402 )
( 1,735 )
( 1,185 )
( 904 )
Impairment of goodwill
-
( 144 )
-
( 144 )
Total operating expenses
( 5,041 )
( 3,190 )
( 2,695 )
( 1,710 )
Operating loss
( 3,128 )
( 1,646 )
( 1,722 )
( 586 )
Financial income (expenses), net
( 100 )
136
( 30 )
136
Loss before taxes
( 3,228 )
( 1,510 )
( 1,752 )
( 450 )
Net loss
( 3,228 )
( 1,510 )
( 1,752 )
( 450 )
Other comprehensive income
(loss):
Foreign currency translation
differences
50
( 40 )
58
( 61 )
Total
comprehensive loss
( 3,178 )
( 1,550 )
( 1,694 )
( 511 )
Basic and diluted loss per share*
( 5.37 )
( 4.78 )
( 2.92 )
( 1.32 )
Basic and diluted weighted average number
of shares outstanding*
600,560
324,450
600,560
386,467
* After giving effect to the reverse stock split, see also Note 1(c)
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
579,973
1
75,594
( 710 )
( 69,728 )
5,157
Stock-based compensation related to options
granted to employees and consultants
-
-
178
-
-
178
Issuance of shares pursuant to At The Market
Offering Agreement - net of $ 7
issuance cost **
22,298
- *
190
-
-
190
Total comprehensive loss
-
-
-
50
( 3,228 )
( 3,178 )
Balance as of June 30, 2026
602,271
1
75,962
( 660 )
( 72,956 )
2,347
(*) Represents an amount less than $1.
(**) See
note 7
(***) After giving effect to the reverse stock split, see also Note 1(c)
Accumulated
Additional
other
Total
Common
stock ***
paid-in
comprehensive
Accumulated
stockholders’
Number
Amount
capital
loss
deficit
equity
Balance as of January 1, 2025
255,020
1
71,609
( 825 )
( 63,876 )
6,909
Stock-based compensation related to options
granted to employees and consultants
1,250
- *
68
-
-
68
Issuance of shares pursuant to At The Market
Offering Agreement - net of $ 215
issuance cost **
131,615
- *
1,987
-
-
1,987
Total comprehensive loss
-
-
-
( 40 )
( 1,510 )
( 1,550 )
Balance as of June 30, 2025
387,885
1
73,664
( 865 )
( 65,386 )
7,414
(*) Represents an amount less than $1.
(**) See
note 7
(***) After giving effect to the reverse stock split, see also Note 1(c)
Accumulated
Additional
other
Total
Common
stock *
paid-in
comprehensive
Accumulated
stockholders’
Number
Amount
capital
loss
deficit
equity
Balance as of April 1, 2026
602,271
1
75,874
( 718 )
( 71,204 )
3,953
Stock-based compensation related to options
granted to employees and consultants
-
-
88
-
-
88
Total comprehensive loss
-
-
-
58
( 1,752 )
( 1,694 )
Balance as of June 30, 2026
602,271
1
75,962
( 660 )
( 72,956 )
2,347
(*)
After giving effect to the reverse stock split, see also Note 1(c)
Accumulated
Additional
other
Total
Common
stock ***
paid-in
comprehensive
Accumulated
stockholders’
Number
Amount
capital
loss
deficit
equity
Balance as of April 1, 2025
263,844
1
71,768
( 804 )
( 64,936 )
6,029
Balance
263,844
1
71,768
( 804 )
( 64,936 )
6,029
Stock-based compensation related to options
granted to employees and consultants
-
-
46
-
-
46
Issuance of shares pursuant to At The Market
Offering Agreement - net of $ 210
issuance cost **
124,041
- *
1,850
-
-
1,850
Total comprehensive loss
-
-
-
( 61 )
( 450 )
( 511 )
Balance as of June 30, 2025
387,885
1
73,664
( 865 )
( 65,386 )
7,414
Balance
387,885
1
73,664
( 865 )
( 65,386 )
7,414
(*) Represents an amount less than $1
(**) See
note 7
(***) After giving effect to the reverse stock split, see also Note 1(c)
The
accompanying notes are an integral part of the interim condensed consolidated financial statements.
5
MY
SIZE, INC. AND ITS SUBSIDIARIES
Condensed
Consolidated Interim Statements of Cash Flows (Unaudited)
U.S.
dollars in thousands
2026
2025
Six-Months
Ended
June
30,
2026
2025
Cash flows from operating activities:
Net loss
( 3,228 )
( 1,510 )
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation
64
15
Change in operating lease
right-of-use asset
14
5
Amortization of intangible
assets
246
89
Impairment of goodwill
-
144
Change in liabilities to
related parties
24
( 97 )
Interest earned
( 4 )
-
Interest on long-term liabilities
24
-
Interest paid
( 24 )
( 5 )
Revaluation of investment
in marketable securities
-
( 7 )
Stock based compensation
178
68
Change in inventory
1,073
( 9 )
Change in accounts receivable
287
( 118 )
Changes in operating lease
liabilities
( 9 )
( 6 )
Change in other receivables
and prepaid expenses
269
286
Change in trade payables
( 1,188 )
( 1,170 )
Change in other payables
264
( 250 )
Change in Seller payables
( 34 )
( 55 )
Change
in Other Current Liabilities
-
314
Net cash used in operating
activities
( 2,044 )
( 2,306 )
Cash flows from investing activities:
Purchase of property and
equipment
( 47 )
( 16 )
Purchase of Percentil
-
( 45 )
Proceeds
from short-term deposits
-
7
Net
cash used in investing activities
( 47 )
( 54 )
Cash flows from financing activities:
Proceeds from issuance
of shares, net of issuance costs
190
1,987
Repayment of loans
( 346 )
-
Proceeds
from loan
400
( 97 )
Net cash provided by financing
activities
244
1,890
Effect of exchange rate fluctuations on cash
and cash equivalents
( 3 )
( 128 )
Decrease in cash and cash equivalents
( 1,850 )
( 598 )
Cash and cash equivalents
at the beginning of the period
2,303
4,880
Cash and cash equivalents
at the end of the period
453
4,282
Cash and Cash Equivalents
453
4,282
Restricted cash
258
-
Cash,
Cash Equivalents and Restricted Cash at end of the period
711
4,282
Supplemental disclosure
of Cash Flow Information:
Cash paid for interest
24
5
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, 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, 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 $ 72,956 . 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 June 30, 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.
Furthermore, on
March 2, 2026, the Company received a formal deficiency notice letter from The
Nasdaq Stock Market indicating that the Company is in violation of Nasdaq Listing Rule 5550(a)(2), as the closing bid price of our
common stock fell below the minimum $1.00 per share threshold for 30 consecutive trading days. While the Company has been granted an
initial compliance period until August 31, 2026, to regain compliance—which the Company is attempting to remedy via a
Board-approved 1-for-8 reverse stock split—there is no guarantee it will meet Nasdaq’s continued listing standards. If
the Company is delisted and ceases to be a publicly traded company, its ability to raise operational liquidity will be severely
impaired, and it may be entirely unable to raise necessary funds through public capital markets. In addition, Nasdaq adopted a new
continued listing rule requiring listed companies to maintain a minimum Market Value of Listed Securities (MVLS) of at least $5,000.
However, on July 29, 2026, the SEC notified Nasdaq that it had received notices of intention to petition for review of the approval
order and, pursuant to Rule 431(e) of the SEC’s Rules of Practice, the effectiveness of the approval order was automatically
stayed pending further review by the SEC. As a result, the ultimate implementation, timing and scope of the MVLS requirement remains
uncertain. If the rule goes into effect and the Company’s MVLS drops and remains below this $5,000 threshold for 30
consecutive business days, the Company will be subject to an immediate Staff Delisting Determination with no customary cure or
compliance period. If the Company is delisted and ceases to be a publicly traded company, the Company’s ability to
raise operational liquidity will be severely impaired, and it may be entirely unable to raise necessary funds through public capital
markets
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 relies heavily on immediate external
funding to support daily operations. Because of the Company’s constrained liquidity, it may currently be unable to fully
service our outstanding debt obligations as they come due, presenting an imminent risk of default and significant financial distress
in the near future If the Company fails to successfully commercialize its products or secure sufficient financing or properly manage
its debt load, 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, the Company
entered into an Offering Agreement with H.C. Wainwright & Co., LLC, as agent (“Wainwright”) pursuant to which it 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 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, the Company sold 344,047
shares (after giving effect to the reverse stock split, see also Note 1(c)) pursuant to the Offering Agreement for aggregate gross
proceeds of approximately $ 3,903 .
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.
Stock split
c.
Subsequent to the balance
sheet date, on July 21, 2026, the stockholders of the Company approved an amendment to the Company’s Amended and Restated
Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding common stock
at a ratio ranging from 1-for-2 to 1-for-30, with the exact ratio to be determined by the Company’s board of directors. The
board of directors subsequently approved a 1-for-8 reverse stock split , which became effective on August 12, 2026 with the shares beginning trading on a post-split basis on the
Nasdaq Capital Market on August 13, 2026. All share and per share amounts for common stock, stock options and loss per share amounts
have been adjusted to give retroactive effect to the reverse stock split for all periods presented in these financial
statements.
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 six months ended June 30, 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
June
30, 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 six-month period and three months ended June 30, 2026 and 2025, the Company recognized
gain (based on quoted market prices with a discount due to security restrictions on MYCB
shares) of the marketable securities was $ 0.2 , $ 0.2 , $ 7 and $ 0.5 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
Six months
ended
June
30,
2026
2025
Stock-based compensation expense
- Research and development
45
14
Stock-based compensation expense - Sales and
marketing
23
4
Stock-based compensation
expense - General and administrative
110
50
Stock-based
compensation expense
178
68
2026
2025
Three months
ended
June
30,
2026
2025
Stock-based compensation expense
- Research and development
37
8
Stock-based compensation expense - Sales and
marketing
23
-
Stock-based compensation
expense - General and administrative
28
34
Stock-based
compensation expense
88
46
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 the Company’s 2017 Equity Incentive Plan is limited to 94,586
shares.
During the six and three month periods ended June 30, 202 6,
the Company granted 11,875 options. During such period, no options were exercised and no restricted stock or RSUs have been vested.
During
the six and three month periods ended June 30, 2025, 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 six and three month periods ended June 30, 2026 and 2025 was $ 178 ,
$ 88 , $ 68 and $ 46 ,
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 $ 636 ).
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 such 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. In August 2026, the Company and Shimon Shukron have entered into an agreement pursuant to which the Company will pay NIS 425,000
in three monthly payments for all claims made (approximately $ 143 ), which
agreement was approved by the Court. The total agreed amount has been accrued and recorded as current liabilities in the
consolidated balance sheet as of June 30, 2026.
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 six months ended June 30, 2026
Revenues from external customers
4,031
448
756
229
5,464
Cost of revenues
( 3,082 )
( 92 )
( 263 )
( 114 )
( 3,551 )
Research and development expenses
( 155 )
( 349 )
( 100 )
( 10 )
( 614 )
Amazon fees
( 902 )
-
-
-
( 902 )
Sales and marketing salaries
( 92 )
( 159 )
-
( 213 )
( 464 )
Other Segment Items (*)
( 1,256 )
( 619 )
( 907 )
( 279 )
( 3,061 )
Segment loss
( 1,456 )
( 771 )
( 514 )
( 387 )
( 3,128 )
Reconciliation of Profit or Loss
Financial income, (expense) net
( 100 )
Loss before income taxes
( 3,228 )
Significant non-cash items:
Amortization
-
( 157 )
( 89 )
-
( 246 )
Share based payments
( 160 )
( 18 )
-
-
( 178 )
(*)
Other segments items include share based payments, rent
and related expenses, professional services, insurance and other expenses.
Fashion
e-commerce
Saas
Resale
platform
Solution
Platform
Others
Total
As of June 30, 2026:
Assets
3,325
2,054
522
582
6,483
Fashion
and equipment e-commerce platform
SaaS
Solutions
Resale
Platform
Total
As of the six months
ended June 30, 2025
Revenues from external customers
2,968
349
168
3,485
Cost of revenues
( 1,816 )
( 15 )
( 110 )
( 1,941 )
Research and development expenses
-
( 205 )
( 19 )
( 224 )
Amazon fees
( 721 )
-
-
( 721 )
Sales and marketing Salaries
( 68 )
( 127 )
-
( 195 )
Other Segment Items (*)
( 1,405 )
( 494 )
( 151 )
( 2,050 )
Segment loss
( 1,042 )
( 492 )
( 112 )
( 1,646 )
Reconciliation of Profit or Loss
Financial income,(expense) net
136
Loss before income taxes
( 1,510 )
Significant non-cash items:
Amortization
( 9 )
( 80 )
( 32 )
( 121 )
Share based payments
( 45 )
( 23 )
-
( 68 )
(*)
Other
segments include shared based payments, rent and related expenses, professional services, insurance and other expenses.
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)
Fashion
e-commerce
SaaS
Resale
platform
Solutions
Platform
Others
Total
As of the three months ended June 30, 2026
Revenues from external customers
2,233
211
413
213
3,070
Cost of revenues
( 1,820 )
( 30 )
( 144 )
( 103 )
( 2,097 )
Research and development expenses
( 93 )
( 180 )
( 96 )
( 6 )
( 375 )
Amazon fees
( 437 )
-
-
-
( 437 )
Sales and marketing salaries
( 48 )
( 93 )
-
( 122 )
( 263 )
Other Segment Items (*)
( 689 )
( 261 )
( 517 )
( 153 )
( 1,620 )
Segment loss
( 854 )
( 353 )
( 344 )
( 171 )
( 1,722 )
Reconciliation of Profit or Loss
Financial income, (expense) net
( 30 )
Loss before income taxes
( 1,752 )
Significant non-cash items:
Amortization
-
( 90 )
( 64 )
-
( 154 )
Share based payments
( 79 )
( 9 )
-
-
( 88 )
(*)
Other segments items include share based payments, rent
and related expenses, professional services, insurance and other expenses.
Fashion
and equipment e-commerce platform
SaaS
Solutions
Resale
Platform
Total
As of the three months
ended June 30, 2025
Revenues from external customers
1,661
177
168
2,006
Cost of revenues
( 764 )
( 8 )
( 110 )
( 882 )
Research and development expenses
-
( 123 )
( 19 )
( 142 )
Amazon fees
( 336 )
-
-
( 336 )
Sales and marketing Salaries
( 37 )
( 37 )
-
( 74 )
Other Segment Items
(*)
( 742 )
( 266 )
( 150 )
( 1,158 )
Segment loss
( 218 )
( 257 )
( 111 )
( 586 )
Reconciliation of Profit or Loss
Financial income, net
136
Loss before income taxes
( 450 )
Significant non-cash items:
Amortization
-
( 51 )
( 32 )
( 83 )
Share based payments
( 10 )
( 37 )
-
( 47 )
(*)
Other segments items include
share based payments, rent and related expenses, professional services, insurance and other expenses.
Fashion
and equipment e-commerce platform
Saas
Solution
Resale
Platform
Others
Total
As of December 31, 2025
Assets
6,733
2,455
626
390
10,204
13
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
the date hereof, the Company sold 344,047
shares (after giving effect to the reverse stock split, see also Note 1(c)) pursuant to the Offering Agreement for aggregate gross
proceeds of approximately $ 3.903
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.
Note
8 – Subsequent events after the reporting period
a. On
July 21, 2026, the Company’s board of directors approved a 1-for-8 reverse stock split of
the Company’s issued and outstanding common stock, which went into effect on August 12, 2026, with the shares beginning trading on a post-split basis on the Nasdaq Capital Market on August 13, 2026. Upon effectiveness, every eight (8) issued and
outstanding shares of common stock have automatically combined into one (1) issued and outstanding share of common stock. Fractional
shares resulting from the reverse stock have not been issued. Instead, each stockholder was entitled to receive a cash payment in lieu
of such fractional share.
All
share and per-share amounts presented in the accompanying financial statements, including common shares outstanding, earnings (loss)
per share, and other applicable disclosures, have been retroactively adjusted to give effect to the 1-for-8 reverse stock split for all
periods presented.
b. Subsequent
to June 30, 2026 and through the date hereof, the Company sold an aggregate of 92,558
shares (after giving effect to the reverse stock split, see
also Note 1(c)), pursuant to the Offering Agreement with Wainwright, for gross proceeds of approximately $ 0.3
million.
c. On August 5, 2026, the Company entered into an Equity Purchase Agreement with an investor, pursuant to which, subject
to the satisfaction of the conditions set forth therein, the Company has the right, but not the obligation, to sell to the investor, and
the investor is obligated to purchase, up to $ 10.0 million of its common stock over a 36-month period. Purchases under the facility may
be made from time to time at our discretion through the delivery of purchase notices, subject to certain conditions, limitations and the
terms of the Equity Purchase Agreement. The purchase price for shares sold under the Equity Purchase Agreement will be determined pursuant
to a formula based on the market price of our common stock during specified valuation periods. In consideration for the facility, the
Company issued 269,229 shares of common stock to the investor as a commitment fee. In connection with the Equity Purchase Agreement, the
Company filed a registration statement covering the resale of up to 3,252,404 shares of common stock, consisting of the 3,125,000 shares
that may be sold under the facility and the 127,404 commitment shares.
14
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The
following discussion and analysis provides information that we believe to be relevant to an assessment and understanding of our results
of operations and financial condition for the periods described. This discussion should be read together with our condensed consolidated
interim financial statements and the notes to the financial statements, which are included in this Quarterly Report on Form 10-Q. This
information should also be read in conjunction with the information contained in our Annual Report on Form 10-K for the year ended December
31, 2025, filed with the Securities and Exchange Commission, or the SEC on April 15, 2026, or the Annual Report, including the consolidated
annual financial statements as of December 31, 2025 and their accompanying notes included therein.
This
Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended or the Exchange Act. Any
statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, assumptions or future events or
performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the
use of words or phrases such as “believe,” “will,” “expect,” “anticipate,” “estimate,”
“intend,” “plan” and “would.” For example, statements concerning financial condition, possible or
assumed future results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common
stock and future management and organizational structure are all forward-looking statements. Forward-looking statements are not guarantees
of performance. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity,
performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied
by any forward-looking statement.
Any
forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this Quarterly Report
on Form 10-Q. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or
projections contained in the forward-looking statements include but are not limited to:
● our
history of losses and needs for additional capital to fund our operations and our inability
to obtain additional capital on acceptable terms, or at all;
● risks
related to our ability to continue as a going concern;
● our
ability to remain listed on Nasdaq;
● the
new and unproven nature of the measurement technology markets;
● our
ability to achieve customer adoption of our products;
● our
ability to realize the benefits of our acquisitions of Orgad, Naiz, the Percentil production
unit and ShoeSize.Me;
● our
ability to enhance our brand and increase market awareness;
● our
ability to introduce new products and continually enhance our product offerings;
● the
success of our strategic relationships with third parties;
● information
technology system failures or breaches of our network security;
● competition
from competitors;
● our
reliance on key members of our management team;
● current
or future litigation;
● current
or future unfavorable economic and market conditions and adverse developments with respect
to financial institutions and associated liquidity risk
● changes
in tariffs, trade barriers, price and exchange controls and other regulatory requirements
and the impact of such policies on us, our customers and suppliers, and the global economic
environment; and
● the
impact of the political and security situation in Israel on our business.
15
The
foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking
statements. You should read this Quarterly Report on Form 10-Q and the documents that we reference herein and have filed as exhibits
to the Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different
from what we expect. You should assume that the information appearing in this Quarterly Report on Form 10-Q is accurate as of the date
hereof. Because the risk factors referred to on page 18 of our Annual Report, could cause actual results or outcomes to differ materially
from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking
statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to
update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the
occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will
arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information
presented in this Quarterly Report on Form 10-Q, and particularly our forward-looking statements, by these cautionary statements.
Unless
the context otherwise requires, all references to “we,” “us,” “our” or “the Company”
in this Quarterly Report on Form 10-Q are to MySize, Inc., a Delaware corporation, and its subsidiaries, including MySize Israel 2014
Ltd. My Size LLC, Orgad International Marketing Ltd., or Orgad, Naiz Bespoke Technologies, S.L, or Naiz Fit, New Percentil S.L. or “New
Percentil, ShoeSize.Me AG o r ShoeSizeMe and Ten Peacks Ltd. Or Ten Peacks taken as a whole.
References
to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS”
are to New Israeli Shekels. Unless otherwise indicated, U.S. dollar translations of NIS amounts presented in this Quarterly Report on
Form 10-Q for six months ended on June 30, 2026 are translated using the rate of NIS 2.978 to $1.00.
All
information in this Quarterly Report on Form 10-Q relating to shares or price per share reflects the 1-for-8 reverse stock split effected
by us on August 12, 2026 with the shares beginning trading on a post-split basis on the Nasdaq Capital Market on August 13, 2026.
Overview
We
are a fashion technology company operating an integrated portfolio of businesses designed to address the most pressing challenges facing
fashion brands and retailers today—size and fit accuracy, excess inventory management, circular economy solutions, and international
market distribution. Through our subsidiaries, we provide end-to-end support across the fashion value chain: Naiz Fit, our technology
subsidiary, delivers AI-driven size and fit solutions for fashion e-commerce companies, and includes ShoeSize.Me, a European AI-powered
footwear sizing solution we acquired in September 2025; Orgad, an online retailer and technology-enabled consumer products company operating
principally as a third-party seller on Amazon; Percentil, a managed second-hand fashion recommerce platform operating across Southern
and Central Europe; and Ten Peacks Ltd., a distribution subsidiary focused on marketing and distributing global apparel and footwear
brands in Israel.
Our
strategy is to build an integrated fashion platform—the infrastructure layer that enables fashion brands to address four critical
pain points simultaneously: size and fit challenges that drive returns and suppress conversion rates; overstocked and unsold inventory
that erodes margins; sustainability obligations that increasingly require brands to offer circular economy solutions; and international
growth ambitions that require local distribution expertise and relationships.
We
believe this integrated approach is differentiated in the market. Unlike point solutions that address a single problem, our platform
is designed to allow brands to work with one group-level partner across technology, commerce, circularity, and distribution—each
business unit reinforcing the others through shared data, commercial relationships, and infrastructure.
Macroeconomic
and Geopolitical Environment
Because
we operate globally, our business is subject to the effects of economic downturns or recessions in the regions in which we do business,
volatility in foreign currency exchange rates relative to the U.S. dollar, inflation, changing interest rates, expanded trade control
laws and regulations, imposition of new or higher tariffs and geopolitical conflicts.
In
addition, U.S. President Trump has made a series of announcements regarding the imposition of new and higher U.S. tariffs on imports
from many countries. In response, certain countries, as well as the European Union, have announced retaliatory tariffs on imports of
U.S. goods and other countermeasures. We are monitoring these actions, including any pauses, escalations, exemptions or removal of exemptions,
with respect to the threatened or imposed tariffs, and will continue to assess their potential impact on our business either directly,
such as on our hardware business, or due to downstream effects.
We
also continuously monitor geopolitical conflicts around the world, including the ongoing conflict between Russia and Ukraine and conflicts
in the Middle East, and assess their impact on our business. To date, these conflicts have not materially limited our ability to develop
or support our products and have not had a material impact on our results of operations, financial condition, liquidity or cash flows.
While
our business model provides some resilience against these factors, we will continue to monitor the direct and indirect impacts of these
or similar circumstances on our business and financial results. For additional information on the potential impact of macroeconomic and
geopolitical conditions on our business, see the “Risk Factors” section in our Annual Report.
16
Results
of Operations
The
table below provides our results of operations for the periods indicated.
Six-Months
Ended
Three-Months
Ended
June
30,
June
30,
2026
2025
2026
2025
Revenues
5,464
3,485
3,070
2,006
Cost of revenues
(3,551 )
(1,941 )
(2,097 )
(882 )
Gross profit
1,913
1,544
973
1,124
Research and development expenses
(614 )
(224 )
(375 )
(142 )
Sales and marketing
(2,025 )
(1,087 )
(1,135 )
(520 )
General and administrative
(2,402 )
(1,735 )
(1,185 )
(904 )
Impairment of goodwill
-
(144 )
-
(144 )
Operating loss
(3,128 )
(1,646 )
(1,722 )
(586 )
Financial income (expenses), net
(100 )
136
(30 )
136
Net loss
(3,228 )
(1,510 )
(1,752 )
(450 )
Six
and Three Months Ended June 30, 2026 Compared to Six and Three Months Ended June 30, 2025
Revenues
Our
revenues for the six months ended June 30, 2026 amounted to $5,464,000 compared to $3,485,000 for the six months ended June 30, 2025.
The increase in the six months ended June 30, 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 ShoeSizeMe and Ten Peacks in the consolidated report.
Our
revenues for the three months ended June 30, 2026 amounted to $3,070,000 compared to $2,006,000 for the three months ended June 30,
2025. The increase in the three months ended June 30, 2025 from the corresponding period is primarily attributable to Amazon sales
as well as inclusion of revenue generated by ShoeSizeMe and Ten Peacks in the consolidated report.
Cost
of Revenues
Our
cost of revenues expenses for the six months ended June 30, 2026 amounted to $3,551,000 compared to $1,941,000 for the six months ended
June 30, 2025. The increase in comparison with the corresponding period was mainly due to increase in amounts sold in Orgad and Rotrade
as well as the inclusion of ShoeSizeMe and Ten peacks in the consolidated report.
Our
cost of revenues expenses for the three months ended June 30, 2026 amounted to $2,097,000 compared to $882,000 for the three months ended
June 30, 2025. The increase is consistent with the increase in sales in addition to the inclusion of ShoeSizeMe and Ten Peacks in the
consolidated report.
Research
and Development Expenses
Our
research and development expenses for the six months ended June 30, 2026 amounted to $614,000 compared to $224,000 for the six months
ended June 30, 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.
Our
research and development expenses for the three months ended June 30, 2026 amounted to $375,000 compared to $142,000 for the three months
ended June 30, 2025. The increase reflects continued investment in product development, AI capabilities and a larger engineering team
supporting the expanded platform in Naiz Fit.
Sales
and Marketing Expenses
Our
sales and marketing expenses for the six months ended June 30, 2026 amounted to $2,025,000 compared to $1,087,000 for the six months
ended June 30, 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 sales and marketing expenses in the consolidated report.
Our
sales and marketing expenses for the three months ended June 30, 2026 amounted to $1,135,000 compared to $520,000 for the three months
ended June 30, 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 sales and marketing expenses in the consolidated report.
17
General
and Administrative Expenses
Our
general and administrative expenses for the six months ended June 30, 2026 amounted to $2,402,000 compared to $1,735,000 for the six
months ended June 30, 2025. The increase was attributable to the increased in consulting expenses for investor relations as well as the
as the inclusion of ShoeSizeMe and Ten Peacks ‘ general and administrative expenses in the consolidated report.
Our
general and administrative expenses for the three months ended June 30, 2026 amounted to $1,185,000 compared to $904,000 for the three
months ended June 30, 2025. The increase was attributable to the inclusion of ShoeSizeMe and Ten Peacks ‘ general and administrative
expenses in the consolidated report.
Operating
Loss
As
a result of the foregoing, for the six months ended June 30, 2026, our operating loss was $3,128,000 an increase of $1,482,000, or 90%,
compared to our operating loss for the six months ended June 30, 2025 of $1,646,000
As
a result of the foregoing, for the three months ended June 30, 2026, our operating loss was $1,722,000 an increase of $1,136,000, or
194%, compared to our operating loss for the three months ended June 30, 2025 of $586,000.
Financial
Income (Expenses), Net
Our
financial expense for the six months ended June 30, 2026 was $100,000 as compared to the financial
income of $136,000 for the six months ended June 30, 2025.
Our
financial expense for the three months ended June 30, 2026 was $30,000 as compared to the financial income
reported for the three months ended June 30, 2025 of $136,000.
Net
Loss
As
a result of the foregoing, our net loss for the six months ended June 30, 2026 was $3,228,000, compared to net loss of $1,510,000 for
the six months ended June 30, 2025. The increase in net loss was mainly due to the reasons mentioned above.
As
a result of the foregoing, our net loss for the three months ended June 30, 2026 was $1,752,000 compared to net loss of $450,000 for
the three months ended June 30, 2025. The increase in net loss was mainly due to the reasons mentioned above.
18
Liquidity
and Capital Resources
Since
our inception, we have funded our operations primarily through public and private offerings of debt and equity securities in the State
of Israel and in the United States
As
of June 30, 2026, we had cash, cash equivalents and restricted cash of $711,000 compared to $2,557,000 of cash, cash equivalents and
restricted cash as of December 31, 2025. This decrease primarily resulted from payments that were made to suppliers, resources
that were deployed to grow our businesses and payments.
In
January 2025, we entered into an At The Market Offering Agreement, or the Offering Agreement with H.C. Wainwright & Co., LLC, as
agent, or Wainwright, pursuant to which we may offer and sell, from time to time through Wainwright shares of our common stock
having an aggregate offering price of up to $4.1 million. We agreed to pay Wainwright a commission at a fixed rate of 3.0% of the
aggregate gross proceeds from each sale of the shares under the Offering Agreement. As of the date hereof, we sold 344,047
shares pursuant to the Offering Agreement for aggregate gross
proceeds of approximately $3.9 million.
On August 5, 2026, we entered
into an Equity Purchase Agreement with an investor, pursuant to which, subject to the satisfaction of the conditions set forth therein,
we have the right, but not the obligation, to sell to the investor, and the investor is obligated to purchase, up to $10.0 million of
our common stock over a 36-month period. Purchases under the facility may be made from time to time at our discretion through the delivery
of purchase notices, subject to certain conditions, limitations and the terms of the Equity Purchase Agreement. The purchase price for
shares sold under the Equity Purchase Agreement will be determined pursuant to a formula based on the market price of our common stock
during specified valuation periods. In consideration for the facility, we issued 269,229 shares of common stock to the investor as a commitment
fee. In connection with the Equity Purchase Agreement, we filed a registration statement covering the resale of up to 3,252,404 shares
of common stock, consisting of the 3,125,000 shares that may be sold under the facility and the 127,404 commitment shares.
Net
cash used in operating activities amounted to $2,044,000 for the six months ended June 30, 2026, compared to $2,306,000 for the
six months ended June 30, 2025. The reduction in operating cash outflows was primarily driven by favorable working capital movements,
including reductions in inventory, accounts receivable, and other receivables and prepaid expenses. These positive changes were partially
offset by the payment of outstanding trade payables and an increase in our net loss during the period.
Cash
used in investing activities amounted to $47,000 for the six months ended June 30, 2026 compared to $54,000 cash used for the six months
ended June 30, 2025. Investing cash outflows in both periods were primarily related to purchase of property and equipment, with the lower
cash outflow for the six months ended June 30, 2026 reflecting reduced capital expenditures compared to the prior-year period.
Net cash provided by financing activities was $244,000 for the six months
ended June 30, 2026, compared to $1,890,000 for the six months ended June 30, 2025. Cash provided by financing activities during the six
months ended June 30, 2026 primarily consisted of $400,000 in loan proceeds and $190,000 of proceeds from the issuance of common shares
under ATM, partially offset by $346,000 in loan repayments. The decrease in cash provided by financing activities compared to the prior-year
period was primarily attributable to lower proceeds from financing transactions during the current period.
We
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 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 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. Additional capital would be used to accomplish the following:
● finance
our current operating expenses;
● pursue
growth opportunities;
● hire
and retain qualified management and key employees;
● respond
to competitive pressures;
● comply
with regulatory requirements; and
● maintain
compliance with applicable laws.
Current
conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available
only on unfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic
conditions, the security situation in Israel, and a number of other factors, many of which are outside our control, and on our financial
performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at all or on terms that
are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our business, results
of operations and financial condition.
To
the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities
could result in substantial dilution for our current stockholders. The terms of any securities issued by us in future capital-raising
transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants
or other derivative securities, which may have a further dilutive effect on the holders of any of our securities then-outstanding. We
may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for our common stock in
connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities
for capital-raising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility
of such issuance, may cause the market price of our common stock to decline and existing stockholders may not agree with our financing
plans or the terms of such financings. In addition, we may incur substantial costs in pursuing future capital financing, including investment
banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may
also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants,
which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be
available on terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to
curtail our development activities and growth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to
cease our operations, which would have a material adverse effect on our business, results of operations and financial condition.
We
have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests,
derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other
obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk
support.
19
Critical
Accounting Estimates
Our
management’s discussion and analysis of our financial condition and results of operations is based on our financial statements,
which we have prepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards
Board. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the
reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.
Our
significant accounting policies were revenue from contracts with customers which are more fully described in the notes to our financial
statements included herein. We believe these accounting policies discussed below are critical to our financial results and to the understanding
of our past and future performance, as these policies relate to the more significant areas involving management’s estimates and
assumptions. We consider an accounting estimate to be critical if: (1) it requires us to make assumptions because information was not
available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2) changes in the
estimate could have a material impact on our financial condition or results of operations.
Item
3. Quantitative and Qualitative Disclosure About Market Risk.
Not
required for a smaller reporting company.
Item
4. Controls and Procedures.
Disclosure
Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under
the Exchange Act, and the rules and regulations thereunder, is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing
and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply
its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As
required by Rule 13a-15(b) under the Exchange Act, our management, under the supervision and with the participation of our principal
executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026. Based upon such
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of June
30, 2026 were effective.
Our
Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls and procedures or our internal controls
will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there
are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,
have been detected.
Changes
in Internal Controls
During
the most recent fiscal quarter, no change has occurred in our internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
20
Part
II – Other Information
Item
1. Legal Proceedings.
From
time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may
harm our business.
Shimon
Shukron
In July 2024, the Company was served with a legal complaint filed by
Shimon Shukron in the Magistrate’s Court in Herzliya (the “Court”) for a monetary award in an amount of NIS 1,895,345
(approximately $636). 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 such 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. In August 2026, the Company and Shimon Shukron have entered into an agreement, pursuant to which the Company will pay NIS
425,000 in three monthly payments for all claims made (approximately $143), which agreement was approved by the Court. The total agreed
amount has been accrued and recorded as current liabilities in the consolidated balance sheet as of June 30, 2026.
Item
1A. Risk Factors.
Except
as set forth below in this Item 1A and the Risk Factors included in our previous filings made with the SEC, there have been no material
changes to our risk factors from those disclosed in “Part I. Item 1A. Risk Factors” in the Company’s Annual Report
on Form 10-K filed with the SEC on April 15, 2026.
Nasdaq has
established certain standards for the continued listing of a security on the Nasdaq Capital Market. The standards for continued listing
include, among other things, that the minimum bid price for the listed securities not fall below $1.00 per share for a period of 30 consecutive
trading days, that we maintain a minimum of $2,500,000 in shareholders’ equity and that our Market Value of Listed Securities (“MVLS”)
not fall below $5.0 million for a period of 30 consecutive trading days, as further discussed below.
We have
in the past fallen out of compliance with certain continued listing standards, including the minimum bid price requirement, although we
have subsequently been able to regain compliance. No assurance, however, can be given that we will continue to be in compliance with the
continued listing requirements of the Nasdaq Capital Market. Failure to meet applicable Nasdaq continued listing standards could result
in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our common stock
and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise
capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence
by investors and employees and fewer business development opportunities.
On July
22, 2026, the SEC approved a new Nasdaq continued listing requirement applicable to companies listed on the Nasdaq Stock Market that would
require listed companies to maintain a minimum MVLS of at least $5.0 million. Under the approved rule, if a company’s MVLS remains below
$5.0 million for 30 consecutive business days, Nasdaq will issue a Staff Delisting Determination and immediately suspend trading in the
company’s securities and commence delisting proceedings. Unlike many other Nasdaq continued listing standards, the rule does not provide
a compliance or cure period before a delisting determination is issued. Although a company may appeal a delisting determination, the appeal
generally does not stay the suspension of trading, and the company’s securities would generally trade on an over-the-counter market during
the appeals process. In addition, any exception that may be granted by a Nasdaq Hearings Panel is limited. In particular, the Hearings
Panel may grant an exception of up to 180 days only if the company demonstrates that it can satisfy Nasdaq’s applicable initial listing
requirements, which are generally more stringent than Nasdaq’s continued listing standards. As a result, companies subject to a delisting
determination under the MVLS rule may have fewer opportunities to regain compliance than under other Nasdaq continued listing requirements.
However,
on July 29, 2026, the SEC notified Nasdaq that it had received notices of intention to petition for review of the approval order and,
pursuant to Rule 431(e) of the SEC’s Rules of Practice, the effectiveness of the approval order was automatically stayed pending further
review by the SEC. As a result, the ultimate implementation, timing and scope of the MVLS requirement remain uncertain. As of August 13,
2026, our MVLS was approximately $2.3 million, which is below the $5.0 million threshold contemplated by the rule. Accordingly,
if the stay is lifted, the rule becomes effective and we are unable to satisfy the MVLS requirement, our securities would become subject
to suspension and delisting from Nasdaq. Any such suspension or delisting could materially reduce the liquidity and market price of our
common stock, impair our ability to raise additional capital, reduce investor interest in our securities and adversely affect our business,
financial condition and prospects.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
Item
5. Other Information.
During
the quarter ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”
or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).
Item
6. Exhibits.
Exhibit
Number
Description
of Exhibits
31.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
Inline
XBRL Instance Document
101.SCH*
Inline
XBRL Taxonomy Schema
101.CAL*
Inline
XBRL Taxonomy Calculation Linkbase
101.DEF*
Inline
XBRL Taxonomy Definition Linkbase
101.LAB*
Inline
XBRL Taxonomy Label Linkbase
101.PRE*
Inline
XBRL Taxonomy Presentation Linkbase
104*
Cover
Page Interactive Data File (formatted as Inline XBRL document and contained in Exhibit 101)
* Filed
herewith
21
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
My Size, Inc.
Date:
August 13, 2026
By:
/s/
Ronen Luzon
Ronen
Luzon
Chief
Executive Officer
(Principal
Executive Officer)
Date:
August 13, 2026
By:
/s/
Oren Elmaliah
Oren
Elmaliah
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
22
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.