What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 317 added, 172 removed, 274 unchanged (64% of the section changed)

1 unchanged sentence

and Subsidiaries

of March 31, 2026

of June 30, 2026

Dollars in Thousands

MY SIZE, INC.

AND ITS SUBSIDIARIES

Condensed Consolidated Interim Financial Statements as of

March 31, 2026 (Unaudited)

Consolidated Interim Financial Statements as of June 30, 2026 (Unaudited)

Condensed Consolidated Interim Balance Sheets (Unaudited)

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Account receivables

Other receivables and prepaid expenses

Other receivables and

prepaid expenses

Total current assets

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Total non-current assets

Liabilities and stockholders’ equity

Liabilities and stockholders’

Current liabilities:

Bank overdraft

Operating lease liability

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Commitments and contingent

Total liabilities

Stockholders’ equity:

Stock Capital -

Common stock of $ 0.001 par value - Authorized:

250,000,000 shares;

Issued and outstanding:

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

December 31, 2025, respectively

Common stock of $0.001 par value - Authorized:

250,000,000 shares;

Common stock of $ 0.001

par value - Authorized:

Issued and outstanding:

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

December 31, 2025, respectively

as of June 30, 2026 and December 31, 2025, respectively *

Additional paid-in capital

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Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

stockholders’ equity

liabilities and stockholders’ equity

* After giving effect to the reverse stock split, see also Note 1(c).

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

2 unchanged sentences

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

Three-Months Ended

Cost of revenues

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General and administrative

Impairment of goodwill

Total operating expenses

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Loss before taxes

Other comprehensive income (loss):

Foreign currency translation differences

Total comprehensive loss

Other comprehensive income

Foreign currency translation

comprehensive loss

Basic and diluted loss per share*

Basic and diluted weighted average number of shares outstanding

Basic and diluted weighted average number

of shares outstanding*

* After giving effect to the reverse stock split, see also Note 1(c)

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

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Balance as of January 1, 2026

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

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

Stock-based compensation related to options

granted to employees and consultants

Issuance of shares pursuant to At The Market

Offering Agreement - net of $ 7

issuance cost **

Total comprehensive loss

Balance as of March 31, 2026

(*) Represents

an amount less than $1.

Balance as of June 30, 2026

(*) Represents an amount less than $1.

(***) After giving effect to the reverse stock split, see also Note 1(c)

comprehensive

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Balance as of January 1, 2025

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

Stock-based compensation related to options

granted to employees and consultants

Issuance of shares pursuant to At The Market

Offering Agreement - net of $ 215

1 unchanged sentence

Total comprehensive loss

Balance as of March 31, 2025

an amount less than $1

Balance as of June 30, 2025

(*) Represents an amount less than $1.

(***) After giving effect to the reverse stock split, see also Note 1(c)

comprehensive

stockholders’

Balance as of April 1, 2026

Stock-based compensation related to options

granted to employees and consultants

Total comprehensive loss

Balance as of June 30, 2026

After giving effect to the reverse stock split, see also Note 1(c)

comprehensive

stockholders’

Balance as of April 1, 2025

Stock-based compensation related to options

granted to employees and consultants

Issuance of shares pursuant to At The Market

Offering Agreement - net of $ 210

issuance cost **

Total comprehensive loss

Balance as of June 30, 2025

(*) Represents an amount less than $1

(***) After giving effect to the reverse stock split, see also Note 1(c)

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

AND ITS SUBSIDIARIES

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dollars in thousands

Three-Months Ended

Cash flows from operating activities:

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

Change in operating lease right-of-use asset

Amortization of intangible assets

Change in liabilities to related parties

Adjustments to reconcile net loss to net cash

used in operating activities:

Change in operating lease

right-of-use asset

Amortization of intangible

Impairment of goodwill

Change in liabilities to

related parties

Interest earned

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Interest paid

Revaluation of investment in marketable securities

Revaluation of investment

in marketable securities

Stock based compensation

Change in inventory

Change in account receivable

Changes in operating lease liabilities

Change in other receivables and prepaid expenses

Change in accounts receivable

Changes in operating lease

Change in other receivables

and prepaid expenses

Change in trade payables

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Change in Seller payables

Net cash used in operating activities

in Other Current Liabilities

Net cash used in operating

Cash flows from investing activities:

Purchase of property and equipment

Net cash used in investing activities

Purchase of property and

Purchase of Percentil

from short-term deposits

cash used in investing activities

Cash flows from financing activities:

Proceeds from issuance of shares, net of issuance costs

Proceeds from issuance

of shares, net of issuance costs

Repayment of loans

Proceeds from loan

Net cash provided by financing activities

Effect of exchange rate fluctuations on cash and cash equivalents

Net cash provided by financing

Effect of exchange rate fluctuations on cash

and cash equivalents

Decrease in cash and cash equivalents

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

Cash and cash equivalents

at the beginning of the period

Cash and cash equivalents

at the end of the period

Cash and Cash Equivalents

Restricted cash

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

Supplemental disclosure of Cash Flow Information:

Cash Equivalents and Restricted Cash at end of the period

Supplemental disclosure

of Cash Flow Information:

Cash paid for interest

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in a variety of novel ways.

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

(“ShoeSizeMe”) in September 2025 (refer to note 7), the Company expanded its offering outreach and customer base.

Following the acquisition of Orgad International Marketing Ltd.

(“Orgad”) in February 2022, the Company also operates an

omnichannel e-commerce platform.

the 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.

the acquisition of Orgad International Marketing Ltd.

(“Orgad”) in February 2022, the Company also operates an omnichannel

e-commerce platform.

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

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

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

(“New Percentil”), and acquisition of a new business unit in May 2025, the Company also operates a resale platform that enables consumers to buy and sell primarily secondhand apparel.

Company has nine subsidiaries.

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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.

Company paid for the total transaction an amount of € 40 (approximately $ 45 ) cash payment and the assumption of certain customers,

social security and debt liabilities.

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

additional shares or debt.

September 8, 2025, the Company entered into a Share Sale and Purchase Agreement (the “Purchase Agreement”) with certain shareholders

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

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

and has an accumulated deficit of $ 71,204 .

The Company’s management expects to continue

generating losses and negative cash flows for the foreseeable future.

Based on projected

cash flows and balances as of March 31,2026, management believes existing cash will be sufficient

to fund operations for less than 12 months, creating substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans to mitigate this include

continuing product commercialization, acquiring technology or intellectual property, and

securing financing through equity sales, debt, or strategic partnerships.

However, there

is no guarantee that additional funds will be available on acceptable terms or at all.

the Company fails to successfully commercialize its products or secure sufficient financing,

it may be forced to cease operations.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

financial statements include no adjustments for measurement or presentation of assets and

liabilities, which may be required should the Company fail to operate as a going concern.

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.

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

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

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

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

financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should the

Company fail to operate as a going concern.

AND ITS SUBSIDIARIES

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1 - General (Cont.)

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 %

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

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, we sold 2,011,912 shares pursuant to the Offering Agreement for aggregate gross proceeds of approximately $ 3,587 .

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 .

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.

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.

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

late February 2026, Israel and the United States preemptively attacked Iran, in order to

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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

This war followed similar

conflicts in June 2025, and April 2024 and October 2024, during which Iran launched ballistic

missile attacks against Israel, and Israel conducted strikes against Iranian military and

nuclear infrastructure.

The direct conflicts with Iran ran parallel to, and followed upon,

a two-year war (from October 2023 until October 2025) during which Israel was attacked by

Hamas and Hezbollah, terrorist groups sponsored by Iran operating out of the Gaza Strip and

Lebanon, respectively.

and declared war in response, which included ground operations in

the Gaza Strip and southern Lebanon.

Other Iranian sponsored terrorist organizations in the

Middle East, including the Houthi terrorist group in Yemen, have also attacked Israel with

various types of missiles and drones as part of these conflicts, and Israel has responded

with air force attacks.

By late April 2026, a series of fragile ceasefires were brokered to pause

direct state-on-state hostilities, though the long-term stability and economic impact of these agreements remain uncertain as of the reporting

On April 8, 2026, the United States and Iran agreed to a temporary ceasefire with the aim of reaching a permanent

agreement and ending the war and on April 16, 2026, a cessation of hostilities was announced between Israel and Lebanon.

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

operations by both sides.

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.

security situation in Israel has had an immaterial effect on its operations and financial results so far.

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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.

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.

unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial

statements and the notes thereto for the year ended December 31, 2025.

Significant Accounting Policies :

Accounting Policies :

significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are

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Financial assets

in marketable securities

Investment in marketable securities

AND ITS SUBSIDIARIES

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value hierarchy

Financial assets

in marketable securities (*)

the three-month period ended March 31, 2026 and 2025, the Company recognized gain (based on quoted market prices with a discount

due to security restrictions on iMine shares) of the marketable securities was $ 0 and $ 7 respectively.

Investment in marketable securities

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.

4 - Stock Based Compensation

stock-based expense equity awards recognized in the financial statements for services received is related to Cost of Revenues, Research

and Development,

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

and Development, Sales and Marketing and General and Administrative expenses

as shown in the following table:

of Stock Based Compensation Expenses

Three months ended

Stock-based compensation expense – Cost of revenues

Stock-based compensation expense - Research and development

Stock-based compensation expense - Sales and marketing

Stock-based compensation expense - General and administrative

Stock-based compensation expense

- Research and development

Stock-based compensation expense - Sales and

Stock-based compensation

expense - General and administrative

compensation expense

Stock-based compensation expense

- Research and development

Stock-based compensation expense - Sales and

Stock-based compensation

expense - General and administrative

compensation expense

AND ITS SUBSIDIARIES

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Option Plan for Employees:

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

the three-month periods ended March 31, 2025, and 2026 the Company did not grant any options, restricted stock and RSUs and no options

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

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.

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.

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

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.

5 - Contingencies and Commitments

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

for a monetary award in an amount of NIS 1,895,345 (approximately $ 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.

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.

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.

AND ITS SUBSIDIARIES

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

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

Decision Maker.

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

operates on Amazon.

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

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

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

The other segment currently operates under Ten Peacks.

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

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).

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

segment currently operates under Ten Peacks.

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

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platform segment.

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

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

Schedule of Reportable Operating Segments

As of the three months ended March 31, 2026

As of the six months ended June 30, 2026

Revenues from external customers

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Share based payments

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

insurance and other expenses.

As of March 31, 2026:

As of the three months ended March 31, 2025

Other segments items include share based payments, rent

and related expenses, professional services, insurance and other expenses.

As of June 30, 2026:

and equipment e-commerce platform

As of the six months

ended June 30, 2025

Revenues from external customers

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Reconciliation of Profit or Loss

Financial income,(expense) net

Loss before income taxes

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Share based payments

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

services, insurance and other expenses.

As of March 31, 2025:

Saas Solution

As of March 31, 2025:

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

AND ITS SUBSIDIARIES

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

As of the three months ended June 30, 2026

Revenues from external customers

Cost of revenues

Research and development expenses

Sales and marketing salaries

Other Segment Items (*)

Reconciliation of Profit or Loss

Financial income, (expense) net

Loss before income taxes

Significant non-cash items:

Share based payments

Other segments items include share based payments, rent

and related expenses, professional services, insurance and other expenses.

and equipment e-commerce platform

As of the three months

ended June 30, 2025

Revenues from external customers

Cost of revenues

Research and development expenses

Sales and marketing Salaries

Other Segment Items

Reconciliation of Profit or Loss

Financial income, net

Loss before income taxes

Significant non-cash items:

Share based payments

Other segments items include

share based payments, rent and related expenses, professional services, insurance and other expenses.

and equipment e-commerce platform

As of December 31, 2025

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

7 – Significant events during the reporting period .

On January 21, 2025, the Company entered into an At The Market

Offering Agreement (the “Offering Agreement”), with H.C.

Wainwright & Co., LLC (“Wainwright”), pursuant to

which the Company may offer and sell, from time to time through Wainwright shares of the Company’s common stock having an aggregate

offering price of up to $ 4.1

The Company is not obligated to make any sales of

the shares under the Offering Agreement.

The offering of shares pursuant to the Offering Agreement will terminate upon the earliest of

(a) the sale of all of the shares subject to the Offering Agreement and (b) the termination of the Offering Agreement by Wainwright or

the Company, as permitted therein.

The Company agreed to pay to Wainwright a cash commission of 3% of the gross sales price of any shares

of common stock sold under the Offering Agreement.

As of March 31, 2026, the Company sold 2,011,912 shares pursuant to the Offering Agreement for aggregate gross

On January 21, 2025, the Company entered into an At The

Market Offering Agreement (the “Offering Agreement”), with H.C.

Wainwright & Co., LLC (“Wainwright”),

pursuant to which the Company may offer and sell, from time to time through Wainwright shares of the Company’s common stock

having an aggregate offering price of up to $ 4.1

The Company is not obligated to make any sales of the shares under the Offering Agreement.

The offering of shares pursuant

to the Offering Agreement will terminate upon the earliest of (a) the sale of all of the shares subject to the Offering Agreement

and (b) the termination of the Offering Agreement by Wainwright or the Company, as permitted therein.

The Company agreed to pay to

Wainwright a cash commission of 3% of the gross sales price of any shares of common stock sold under the Offering Agreement.

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

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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.

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.

8 – Subsequent events after the reporting period

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.

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.

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.

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

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.

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

What changed 10-Q

Item 1. Financial Statements