What changed in this filing

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Item 1. Business

2025-03-27 compared with 2024-04-01 · 108 added, 199 removed, 281 unchanged (52% of the section changed)

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

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

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

To date, we have

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

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

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

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

To date, we have generated

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

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

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

We are currently focused on driving the commercialization of the Naiz Fit

technology which, enables shoppers to generate highly accurate measurements of their body to find the accurate

fitting apparel by using our Naiz Fit Widget, a simple questionnaire which uses a database collected over the years and allows buyers

to know what size to pick when buying online, reducing returns and increasing conversion rates of sellers.

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

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

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

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

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experience offered to fashion buyers, both online and offline.

2023 Warrant Repricing

August 24, 2023, we entered into an inducement offer letter agreement, or the Inducement Letter, with a certain holder, or the Holder,

of certain of our then-existing warrants to purchase up to (i) 1,963,994 shares of our common stock issued on January 12, 2023 at an

exercise price of $2.805 per share, or the January 2023 Warrants, (ii) 6,864 shares of our common stock issued on January 17, 2020 at

an exercise price of $94.00 per share, or the January 2020 Warrants, and (iii) 47,153 shares of our common stock issued on October 28,

2021 at an exercise price of $31.50 per share, having terms ranging from 28 months to five and one-half years, or the October 2021 Warrants,

and together with the January 2023 Warrants and the January 2020 Warrants, the Exercised Warrants).

to the Inducement Letter, the Holder agreed to exercise for cash the Exercised Warrants to purchase an aggregate of 2,018,012 shares

of our common stock at a reduced exercise price of $2.09 per share in consideration of our agreement to issue new common stock purchase

warrants, or the New Warrants, to purchase up to an aggregate of 5,367,912 shares of our common stock, at an exercise price of $2.09

The New Warrants became immediately exercisable upon the approval of our stockholders at our annual general meeting of stockholders

in December 2023, or the Stockholder Approval Date, until either the five and one-half years with respect to 2,755,800 New Warrants and

twenty-eight months with respect to 2,612,112 New Warrants, from the Stockholder Approval Date.

aggregate gross proceeds from the exercised of the Exercised Warrants was approximately $4.2 million, before deducting placement agent

fees and other offering expenses payable by us.

2023 Financing

January 10, 2023, we entered into a securities purchase agreement, or the RD Purchase Agreement, pursuant to which we agreed to sell

and issue in the RD Offering an aggregate of 162,000 of our shares of common stock, or the RD Shares, and pre-funded warrants, or the

Pre-funded Warrants, to purchase up to 279,899 shares of common stock and, in a concurrent private placement, unregistered warrants to

purchase up to 883,798 shares of common stock, or the RD Warrants, consisting of Series A warrants, or Series A Warrants, to purchase

up to 441,899 shares of common stock and Series B warrants, or Series B Warrants, to purchase up to 441,899 shares of common stock, at

an offering price of $3.055 per RD Share and associated Series A and Series B Warrants and an offering price of $3.054 per Pre-funded

Warrant and associated Series A and Series B Warrants.

addition, we entered into a securities purchase agreement, or the PIPE Purchase Agreement, and together with the RD Purchase Agreement,

the Purchase Agreements, pursuant to which we agreed to sell and issue in the PIPE Offering an aggregate of up to 540,098 unregistered

Pre-funded Warrants and unregistered warrants to purchase up to an aggregate of 1,080,196 shares of common stock, or the PIPE Warrants

and together with the RD Warrants, the Warrants, consisting of Series A Warrants to purchase up to 540,098 shares of common stock and

Series B Warrants to purchase up to 540,098 shares of common stock at an offering price of $3.054 per Pre-funded Warrant and associated

Series A and Series B Warrants.

Pre-funded Warrants are immediately exercisable at an exercise price of $0.001 per share and will not expire until exercised in full.

The Warrants are immediately exercisable upon issuance at an exercise price of $2.805 per share, subject to adjustment as set forth therein.

The Series A Warrants have a term of five and one-half years from the date of issuance and the Series B Warrants have a term of 28 months

from the date of issuance.

The Warrants may be exercised on a cashless basis if there is no effective registration statement registering

the shares underlying the warrants.

Minimum Bid Price Deficiency

November 3, 2023, we were notified, or the Notification Letter, by the Nasdaq Listing Qualifications that we are not in compliance with

the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on The Nasdaq Capital

Notification Letter provides that the Company has 180 calendar days, or until May 1, 2024, to regain compliance with the Rule.

compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive

business days.

In the event we do not regain compliance by May 1, 2024, we may then be eligible for additional 180 days if we meet the

continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital

Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency

during the second compliance period.

If we do not qualify for the second compliance period or fail to regain compliance during the second

compliance period, then Nasdaq will notify us of its determination to delist our common stock, at which point we will have an opportunity

to appeal the delisting determination to a Hearings Panel.

January 2, 2023, Orgad experienced a fire at its warehouse in Israel.

We are not aware of any casualties or injuries associated with

We shifted Orgad’s operation to its headquarters.

The value of the inventory that was in the warehouse was approximately

We believe that this incident did not affect the future sales results of Orgad for the year of 2023.

The inventory was not

insured, we and the lessor signed an agreement to settle the issue in which we paid to the lessor an amount of $50,000 to cover his loss.

cloud-based software platform provides highly accurate sizing and measurement with broad applications including the online fashion/apparel

industry, logistics and courier services and home DIY.

Currently, we are mainly focusing on the e-commerce fashion/apparel industry.

This proprietary technology is driven by several patented algorithms which are able to calculate and record measurements in a variety

of novel ways.

Although specific functionality varies by product, we believe that our core solutions address the need for highly accurate

measurements in a variety of consumer friendly, every day uses.

On top of this anthropometric technologies, understanding the complexity

of the fashion industry, we have also developed our own garment modelling technologies based on both products specifications and physical

garment try-ons, guaranteeing the scalability of our solution while maximizing accuracy and adaptability of our technology for each retailer

and e-tailer.

cloud-based software platform provides highly accurate sizing and measurement with broad applications and are focusing on the e-commerce fashion/apparel industry.

This proprietary technology is driven by several

patented algorithms which are able to calculate and record measurements in a variety of novel ways.

Although specific functionality varies

by product, we believe that our core solutions address the need for highly accurate measurements in a variety of consumer friendly, every

On top of this anthropometric technologies, understanding the complexity of the fashion industry, we have also developed our

own garment modelling technologies based on both products specifications and physical garment try-ons, guaranteeing the scalability of

our solution while maximizing accuracy and adaptability of our technology for each retailer and e-tailer.

have developed a complete Platform that includes several solutions or products inside it, such as, Naiz Fit Size Form for the ecommerce

team, Smart catalogue for the product & design team,True Feedback for the Go-to-Market and Marketing teams and First Look Smart Mirror

plus bring Your own Device for the Retail teams.

Form Enables shoppers to generate highly accurate measurements of their body to find proper fitting clothes and accessories,

through the use of a simple questionnaire integrated on our retailers ecommerce.

Size Form syncs the user’s measurement data

to a sizing model we create for each SKU and presents the right size and fit for the customer.

MySizeID is available for license

by retailers and accessible by consumers through a web page.

Currently used by more than 100 international brands.

and Bring Your own Device for the Retail teams.

Form Enables shoppers to generate highly accurate measurements of their body to find proper

fitting of clothes and accessories, through the use of a simple questionnaire integrated on

our retailers ecommerce.

Size Form syncs the user’s measurement data to a sizing model

we create for each SKU and presents the right size and fit for the customer.

available for license by retailers and accessible by consumers through a web page.

used by more than 100 international brands.

Look Smart Mirror and Bring Your Own Device.

Enables the size recommendations but inside the brick and mortar stores, allowing

customers to filter the whole physical store by their size and fit.

Both as part of a Magic Mirror experience or embedded into the

buyer’s smartphone, our technologies also allow to generate “goes with” and “similar items” recommendations

to increase up-sell and cross-sell while boosting brand loyalty by creating ultra-personalized shopping experiences.

Enables the size recommendations but inside the brick and mortar stores, allowing customers

to filter the whole physical store by their size and fit.

Both as part of a Magic Mirror experience or embedded into the buyer’s

smartphone, our technologies also allow to generate “goes with” and “similar items” recommendations to increase

up-sell and cross-sell while boosting brand loyalty by creating ultra-personalized shopping experiences.

Helping Product & Design team build the next collections based on actionable data and not just their intuition.

Our AI acts as an assistant to these teams by analyzing the data generated by the rest our solutions suite, from sizes recommended

to purchases and returns, including the qualitative feedback generated by our Naiz Community mystery shoppers.

Smart Catalogue is

able to suggest the launch of new sizes, detect new product niches and makes sure brands adapt their assortment to their customer

Feedback Allows Marketing and Go To Market teams to use our Naiz Community testers to

not only try on their garments and report fitting information to our technology, but also

perform tasks defined by the retailer’s teams to unlock key insights from their shopping

AI acts as an assistant to these teams by analyzing the data generated by the rest our solutions suite, from sizes recommended to

purchases and returns, including the qualitative feedback generated by our Naiz Community mystery shoppers.

Smart Catalogue is able

to suggest the launch of new sizes, detect new product niches and makes sure brands adapt their assortment to their customer base.

Feedback Allows Marketing and Go To Market teams to use our Naiz Community testers to not only try on their garments and report fitting

information to our technology, but also perform tasks defined by the retailer’s teams to unlock key insights from their shopping

and brand experiences.

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a Two-Pronged Commercialization Strategy.

We are seeking to accelerate adoption of our solutions both through direct agreements

with e-commerce websites, we also opened our Partners Program to add a new sales channel.

While we seek to directly enter into partnerships

with companies selling their own apparel, we also started working with key partners for the fashion industry such as Global-e, Scalapay,

Bcome, BigBlue, Analytical Ways, Retail Rocket, Shippy Pro or Connectif.

Furthermore, with the release of our FirstLook Smart Mirror,

which we are offering to brick and mortar stores to digitize the physical stores, Naiz Fit is now available for online retailers

utilizing the Magento, SalesForce, WooCoomerce, Shopify, Lightspeed, PrestaShop, Bitrix and Wix platforms and to brick and mortar

stores through GK Software POS solution.

We are seeking to accelerate adoption of our solutions both through direct

agreements with e-commerce websites, we also opened our Partners Program to add a new sales channel.

While we seek to directly enter

into partnerships with companies selling their own apparel, we also started working with key partners for the fashion industry such

as Global-e, Scalapay, Bcome, BigBlue, Analytical Ways, Retail Rocket, Aiuta , If Returns, Returnly Shippy Pro or Connectif.

Furthermore, with the release of our FirstLook Smart Mirror, which we are offering to brick and mortar stores to digitize the

physical stores, Naiz Fit is now available for online retailers utilizing the Magento, SalesForce, WooCoomerce, Shopify, Lightspeed,

PrestaShop, Bitrix and Wix platforms and to brick and mortar stores through GK Software POS solution.In 2024 we added several new

partners like Aiuta, If Returns, Returnly and we are looking for new partnerships to increase our offering.

Investment in our Technology Platform.

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to acquire technologies and businesses that are synergistic to our product offering.

We completed an acquisition of Orgad

which operates an omnichannel e-commerce platform and Naiz which provides SaaS technology solutions that solve size and fit issues

for fashion companies.

global e-commerce market is expected to total $8.8 trillion in 2024, and the industry is expected to grow significantly in the coming

years with no signs of slowing down.

Market specialists expect a compound annual growth rate of 15.80% from 2024 to 2029:

data from Mordor Intelligence, the market is expected to reach $18.81 trillion by 2029.

In addition, it is expected that by 2024, 21.2%

of total retail sales will happen online.

While many sectors have found ways to increase revenue through e-commerce, e-commerce is still

plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns, low consumer conversion, and

associated restocking and shipping costs.

Fashion/Apparel

the onset of the COVID-19 pandemic, an immense shift to digital was recorded, with 85.9% growth vs.

pre-pandemic, according to Mastercard,

and over 2 billion people worldwide who shop online, according to data from Oberlo.

In November 2023, online shoppers broke records with

$12.4 billion in spending on Cyber Monday, driving 9.6% year-over-year growth and making the day the biggest online shopping day of all

time, according to Adobe Analytics.

2021, fashion companies invested between 1.6% and 1.8% of their revenues in technology, according to McKinsey, and are expected to double

the investment by 2030 in order to keep up with digital natives and keep a competitive edge.

Personalization in e-commerce and hybrid

connectivity in brick-and-mortar retail are two key themes in the future of fashtech, according to McKinsey’s 2022 State of Fashion

the upcoming years, inflation is expected to impact the fashion world.

As prices for goods increase, the challenge will be to inspire

confidence in consumers, via different smart digital tools.

Brands will need to embrace creative digital tools and new channels to deepen

customer relationships, and as McKinsey forecasts in their State of Fashion report for 2023, they will need to execute on priorities

such as sustainability and digital acceleration.

global fashion e-commerce market size is expected to grow from $744.4 billion in 2022 to $821.19 billion in 2023 at a compound annual

growth rate of 10.3%.

In 2027, the market size is expected to grow to $1,222.32 billion, at a compound annual growth rate of 10.5%, according

on the importance which shoppers attribute to free shipping - 50% of cart abandonment rate is due to extra shipping costs (Baymard Institute)

- the need for fashion retailers to substantiate the optimal size for a customer, thus minimizing returns, has never been more crucial.

brands move online or significantly expand their online presence, we believe that developing innovative ways to connect with shoppers,

both online and offline, has become a top priority.

Fit has a unique value proposition, based on a robust subscription B2B SaaS model, by being the only size and fit solution in

the market giving brands an all in-one solution to address not only the ecommerce sizing challenge, but having a solution for each

phase in the garment value chain.

We completed an acquisition of Orgad which operates

an omnichannel e-commerce platform and Naiz which provides SaaS technology solutions that solve size and fit issues for fashion companies.

E-Commerce Market

global e-commerce market is projected to reach $8.8 trillion in 2024, with a 15.8% CAGR from 2024 to 2029, reaching $18.81 trillion by

Approximately 21.2% of total retail sales in 2024 were expected to take place online.

However, challenges such as high return rates, low conversion

rates, and logistics costs continue to impact profitability.

and Apparel E-Commerce

the COVID-19 pandemic, online fashion sales have grown 85.9% compared to pre-pandemic levels (Mastercard), with over 2 billion online

shoppers globally.

Cyber Monday 2023 set a record with $12.4 billion in sales, reflecting 9.6% year-over-year growth.

in Technology and Digital Strategies

Fashion brands invested 1.6%-1.8% of their revenues in technology in 2021,

with investments expected to double by 2030.

Key trends include personalization, hybrid shopping experiences, and AI-driven

Inflation is expected to affect consumer spending, requiring brands to adopt advanced digital tools and customer engagement

Growth and Consumer Preferences

fashion e-commerce market grew from $744.4 billion in 2022 to $821.19 billion in 2023 (CAGR of 10.3%) and is expected to reach $1.22

trillion by 2027.

50% of cart abandonments are due to high shipping costs, emphasizing the need to enhance the shopping experience and

reduce return rates.

that integrate online and offline strategies, offer personalized experiences, and optimize logistics will be well-positioned for growth

in this competitive market.

Fit has a unique value proposition, based on a robust subscription B2B SaaS model, by being the only size and fit solution in the

market giving brands an all in-one solution to address not only the ecommerce sizing challenge, but having a solution for each phase

in the garment value chain.

Screenshot of the Solution Suite of Naiz Fit Platform

2023, we released the Naiz Fit Platform, moving from being a product to a platform with the ability to address many more challenges

that fashion companies are facing throughout their whole value chain, increasing the potential contract value of each lead.

Diagra showing the data flow and technologies operating all over the value chain of any fashion retailer

Orgad is a technology-enabled consumer products company that uses machine

learning and data analytics to develop, market and sell products in e-commerce retailing in the global markets.

Orgad has been operating

as a third-party seller on www.amazon.com since 2016.

To date, Orgad has generated practically all of its revenue as

a third-party seller on www.amazon.com and only a negligible amount of revenue from operations on other channels.

manage more than 5,000 stock-keeping units (“SKUs”).

Product categories include footwear, apparels, and accessories.

strategy is to bring most of our vendors product selections to the customers.

We have advanced software that assists us in identifying

product gaps so we can keep such products in stock year-round including the entirety of the last quarter (holiday season) of the calendar

2023, we released the Naiz Fit Platform, moving from being a product to a platform with the ability to address many more challenges that

fashion companies are facing throughout their whole value chain, increasing the potential contract value of each lead.

Diagram showing the data flow and technologies operating all over the value chain of any fashion retailer

is a technology-enabled consumer products company that uses machine learning and data analytics to develop, market and sell products

in e-commerce retailing in the global markets.

Orgad has been operating as a third-party seller on www.amazon.com since 2016.

To date, Orgad has generated practically all of its revenue as a third-party seller on www.amazon.com and only a negligible amount

of revenue from operations on other channels.

We manage more than 5,000 stock-keeping units (“SKUs”).

Product categories

include footwear, apparels, and accessories.

Our primary strategy is to bring most of our vendors product selections to the customers.

We have advanced software that assists us in identifying product gaps so we can keep such products in stock year-round including the

entirety of the last quarter (holiday season) of the calendar year.

are three main types of business models on Amazon:

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Description/Opportunities

to Statista, total retail sales increased 23% to $7.24 trillion in 2023 from $5.57 trillion in 2020 1 .

ecommerce sales

increased 18% to $960.15 billion in 2021 from $811.56 billion in 2020.

to Statista, global retail sales are projected to increase by approximately 24.%% to $32.8 trillion in 2026 from $26.4 trillion in 2023.

ecommerce sales increased approximately 10.95% to $1.223 trillion in 2024 from $1.102 trillion in 2023.

accounted for nearly 40% of all e-commerce in the United States and that makes Amazon the biggest ecommerce giant currently in the market.

more than 2.5 million active third-party sellers on Amazon in 2023, we believe we have several competitive advantages:

have strong operations and sales teams experienced in listing, shipment, advertising, reconciliation

By delivering high quality results and enhancing procedures through the process,

our teams are competitive.

have strong operations and sales teams experienced in listing, shipment, advertising, reconciliation and sales.

By delivering high

quality results and enhancing procedures through the process, our teams are competitive.

believe our software system gives us an advantage over our competition.

The system is highly

customized to our business model;

it collects and processes large amounts of data every day

to optimize our operation and sales.

Through advanced software, we can identify products that

we can lead in various categories.

are focused on three main categories which makes us more competitive in front of

our suppliers and logistics.

The system is highly customized to our business model;

collects and processes large amounts of data every day to optimize our operation and sales.

Through advanced software, we can identify

products that we can lead in various categories.

are focused on three main categories which makes us more competitive in front of our suppliers and logistics.

and Development

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due to reduced headcount and a decrease in subcontractor expenses.

2023, the R&D department experienced significant success in their efforts to improve the performance of their size recommendation

Through a combination of optimized algorithms and the incorporation of cutting-edge technologies, the team was able to achieve

a threefold increase in the system’s speed.

This breakthrough not only makes the system one of the fastest and most accurate on

the market, but also reduced the operation costs, making it more cost-effective for businesses to use.

Additionally, the solution is

now highly scalable, allowing it to easily adapt to the needs of businesses of any size.

The R&D team is now focused on further improving

the system and exploring new applications for the technology.

rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as

contractual protections, to protect our proprietary technology.

of December 31, 2023, we owned 1 6 issued patents:

six in Europe, four in the U.S., three in Japan two in Canada and one in Israel which expire between January 20, 2033 and August

18, 2036, and we have two additional patent applications in process.

As of such date, we do not have any registered

cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since

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believe we generally compete favorably with our competitors on the basis of these factors.

We expect competition to increase as other established and emerging companies enter our

markets, as customer requirements evolve, and as new products and technologies are introduced.

We expect this to be particularly true

as size recommendation for online fashion is a big challenge for the whole industry, making it attractive for new companies to join this

We expect competition to increase as other

established and emerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced.

We expect this to be particularly true as size recommendation for online fashion is a big challenge for the whole industry, making it

attractive for new companies to join this space.

of our competitors have substantially greater financial, technical, and other resources, greater name recognition, larger sales and marketing

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Capital Management

of March 9, 2024, we had a total of 25 employees, of which 22 were full-time employees, including 11 in sales and marketing, 4 in

of March 10, 2025, we had a total of 13 employees, of which all were full-time employees, including 6 in sales and marketing, 2 in

technology and development and 5 in administration and finance.

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sales and marketing, account management, and senior management personnel.

also believe we have built a strong sales team focused on expanding into new markets through the acquisition of Naiz Fit and our

current team.

also believe we have built a strong sales team focused on expanding into new markets through the acquisition of Naiz Fit and our current

believe that our future success will depend, in part, on our continued ability to attract, hire and retain qualified personnel.

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consider our relations with our employees to be good.

principal executive offices are located at HaYarden 4 St., POB 1026, Airport City, Israel 7010000, and our telephone number is +972-3-600-9030.

principal executive offices are located at HaNegev 4 St., POB 1026, Airport City, Israel 7010000, and our telephone number is +972-3-600-9030.

Our website address is www.mysizeid.com .

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of common stock to Ms.

In February 2022, we completed the acquisition of Orgad and in October 2022, we completed the acquisition of Naiz

February 2022, we completed the acquisition of Orgad and in October 2022, we completed the acquisition of Naiz Fit.

September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE.

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our common stock began publicly trading on the Nasdaq Capital Market, or Nasdaq, under the symbol “MYSZ”.

On December 27, 2023 our shareholders approved a voluntary delisting of our common stock from trading on the TASE.

On January 11, 2024, the TASE issued a notice confirming our request to delist our common stock from the TASE, noting that the last day

of trading of our common stock on the TASE will be with the last day of trading on March 27, 2024 and that the delisting our common stock

is expected to take effect on March 31, 2024.

All of the shares of our common stock on the TASE are expected to be transferred to the

Nasdaq where they will continue to be traded.

December 27, 2023 our shareholders approved a voluntary delisting of our common stock from trading on the TASE.

On January 11, 2024,

the TASE issued a notice confirming our request to delist our common stock from the TASE, noting that the last day of trading of our

common stock on the TASE will be with the last day of trading on March 27, 2024 and that the delisting our common stock is expected to

take effect on March 31, 2024.

All of the shares of our common stock on the TASE were transferred to the Nasdaq.

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-K

Item 1. Business