Item 1. Financial Statements
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
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.