What changed in this filing

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Item 9A. Controls and Procedures

2025-03-27 compared with 2024-04-01 · 319 added, 258 removed, 497 unchanged (54% of the section changed)

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OTHER INFORMATION

During the quarter ended September 30, 2023, Ronen Luzon and Or Kles adopted a “Rule 10b5-1 trading arrangement”

(in each case, as defined in Item 408 of Regulation S-K).

the quarter ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1

trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation

S-K) except as set forth below:

December 26, 2024, Ronen Luzon, our Chief Executive Officer, terminated a Rule 10b5-1 trading

arrangement for the potential sale of up to 13,086 shares of common stock, none of which

The arrangement was initially adopted on August 31, 2023.

December 26, 2024, Or Kles, our Chief Financial Officer, terminated a Rule 10b5-1 trading

arrangement for the potential sale of up to 3,720 shares of common stock, none of which were

The arrangement was initially adopted on September 14, 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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following table sets forth the name, age and positions of our executive officers and directors.

Chief Executive Officer and Class III Director

Executive Officer and Class III Director

Chief Financial Officer

Chief Operating Officer and Chief Product Officer

Oron Branitzky (1)(2)(3)*

Class II Director

Oren Elmaliah*

Class I Director

Arik Kaufman (1)(2)(3)*

Class I Director

Guy Zimmerman*

Class II Director

Incoming Chief Financial Officer

Operating Officer and Chief Product Officer

Branitzky (1)(2)(3)**

Golan (1)(2)(3)**

Kaufman (1)(2)(3)**

of our audit committee

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of our compensation committee

* Effective March 31, 2025, Mr.

Kles resigned as Chief Financial Officer

and effective April 1, 2025, Mr.

Elmaliah has been appointed Chief Financial Officer.

Independent as that term is defined by the rules of the Nasdaq Stock Market.

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because of his more than 20 years of experience in the technology sector.

Kles has served as our Chief Financial Officer since May 2016.

He is a certified public accountant with a broad, diverse financial

From May 2013 until April 2016 he served as Assistant Controller of Shikun and Binui-Solel Boneh Infrastructure Ltd.

from December 2010 until May 2013 he served as an Associate at KPMG.

Kles has served as our Chief Financial Officer since May 2016 and resigned effective March 31, 2025.

He is a certified public accountant with a broad, diverse

financial background.

From May 2013 until April 2016 he served as Assistant Controller of Shikun and Binui-Solel Boneh

Infrastructure Ltd.

and from December 2010 until May 2013 he served as an Associate at KPMG.

Kles holds an MBA and a B.A.

in Business Management and Accounting

(specializing in financing) from The College of Management Academic Studies.

Kles is a certified public accountant in Israel.

Business Management and Accounting (specializing in financing) from The College of Management Academic Studies.

certified public accountant in Israel.

Oren Elmaliah, has served

as a member of our board of directors since May 2017 until March 2025.

Effective April 1, 2025, Mr.

Elmaliah has been appointed Chief

Financial Officer to replace Mr.

In September 2015, Oren Elmaliah founded Accounting Team IL and has acted as Account Manager since

Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad.

Since February

Elmaliah has served as controller of Enlivex Therapeutics Ltd., and since January 2017 he has served as Chief Financial Officer

of Presstek Israel.

In addition, since September 2015, Mr.

Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics

Israel and since September 2015 he has served as Local Financial Report Consultant of Chiasma.

From July 2011 until August 2015, Mr.

Elmaliah served as CPA, Financial Director of CFO Director Ltd and from June 2010 until July 2011 he served as Risk Management Consultant

of RSM International Limited.

Elmaliah holds a B.A.

in Accounting/Economics and a Msc.

in Finance/Accounting from Tel Aviv University,

He is a licensed Certified Public Accountant in Israel.

Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019.

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hi-tech solutions to retailers across the globe.

Elmaliah , has served as a member of our board of directors since May 2017.

In September 2015, Oren Elmaliah founded Accounting Team

IL and has acted as Account Manager since then.

Accounting Team IL is a financial consultancy and service provider to public companies

traded in Israel and abroad.

Since February 2017, Mr.

Elmaliah has served as controller of Enlivex Therapeutics Ltd., and since January

2017 he has served as Chief Financial Officer of Presstek Israel.

In addition, since September 2015, Mr.

Elmaliah has served as an Israel

Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has served as Local Financial Report Consultant of

From July 2011 until August 2015, Mr.

Elmaliah served as CPA, Financial Director of CFO Director Ltd and from June 2010 until

July 2011 he served as Risk Management Consultant of RSM International Limited.

Elmaliah holds a B.A.

in Accounting/Economics and

in Finance/Accounting from Tel Aviv University, Israel.

He is a licensed Certified Public Accountant in Israel.

We believe that

Elmaliah is qualified to serve as a member of our board of directors because of his vast finance experience and public company management

and administration in the fields of finance, accounting, and financial regulation.

Roy Golan , has served as a member of our board of directors since March 2025.

as a financial advisor since July 2024 and currently serves as a director of Neurosense Therapeutics Ltd.

NRSN), a Nasdaq listed

company developing treatments for severe neurodegenerative diseases, since July 2024.

Golan previously served as the Chief Financial

Officer of Ayala Pharmaceuticals, Inc.

ADXS), a clinical-stage oncology company, from its merger with BioSight Ltd., a private

pharmaceutical company developing innovative therapeutics for hematological malignancies and disorders, in October 2023 until June 2024.

From 2019 to 2023, Mr.

Golan served as Executive VP and Chief Financial Officer of BioSight Ltd.

From 2018 to 2019, Mr.

Golan served as

President and Chief Financial Officer of Exalenz Bioscience Ltd.

EXEN), a Tel Aviv Stock Exchange listed global, commercial-stage

diagnostics company which developed its BreathID® technology platform to improve patient care by providing breath-based tests in the

fields of gastroenterology and hepatology and was later acquired by Meridian Bioscience, Inc.

From 2015 to 2018, Mr.

served as the Chief Financial Officer of NeuroDerm (NASDAQ:

NDRM), a Nasdaq listed clinical-stage pharmaceutical company developing next-generation

drug-device combinations for central nervous system disorders, through its initial public offering until its acquisition by Mitsubishi

Tanabe Pharma Group Company, and prior thereto he served as their VP Finance.

Golan holds an LLM from Bar Ilan University as well

as a BA from The College of Management in Rishon LeZion and is also a licensed CPA.

We believe that Mr.

Golan is qualified to serve as a member of our board

of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,

and financial regulation.

Kaufman has served as a member of our board of directors since June 2017.

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traded companies, including companies that operate in the same industry as us.

Zimmerman has served as a member of our board of directors since August 2021 Since November 2023, Mr.

Zimmerman serves as Chief Executive Officer of XJet 3D having served as Chief Marketing

Officer from August 2022.

Zimmerman has served as a member of our board of directors since August 2021.

Since November 2023, Mr.

Zimmerman serves as Chief

Executive Officer of XJet 3D having served as Chief Marketing Officer from August 2022.

Previously, Mr.

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Prior to that from 2017 to 2021, Mr.

Zimmerman acted

as a consultant to several technology start-ups and was a founding partner of a business travel online platform.

From 2013 to 2017,

Zimmerman acted as

a consultant to several technology start-ups and was a founding partner of a business travel online platform.

From 2013 to 2017, Mr.

Zimmerman served as EVP of Marketing and Business Development of Kornit Digital and was part of the IPO leadership.

Zimmerman served as VP of Global Sales and Business Development at Tefron Ltd., a provider of seamless garment technology,

where he led the $100m sales and sales support organization serving global retail and fashion brands.

Prior to that he served as

Vice President of Strategy and Business Development at Tnuva Group, Israel’s largest food manufacturer and spent eight years

at McKinsey & Company.

Zimmerman previously led a software startup in the field of operational healthcare management

Prior to that, Mr.

Zimmerman served as VP of Global Sales and Business Development at Tefron Ltd., a provider of seamless garment technology, where he led

the $100m sales and sales support organization serving global retail and fashion brands.

Prior to that he served as Vice President of

Strategy and Business Development at Tnuva Group, Israel’s largest food manufacturer and spent eight years at McKinsey & Company.

Zimmerman previously led a software startup in the field of operational healthcare management systems.

Zimmerman holds a B.Sc.

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We believe that Mr.

qualified to serve as a member of our board of directors because of his experience in business development in the technology and

retail sectors.

Diversity Matrix

table below provides certain information regarding the diversity of our board of directors as of the date of this annual report.

Board Diversity Matrix (As of March 9, 2024)

Total Number of Directors

Did Not Disclose Gender

Gender Identity

Demographic Background

African American or Black

Alaskan Native or Native American

Hispanic or Latinx

Native Hawaiian or Pacific Islander

Two or More Races or Ethnicities

Did Not Disclose Demographic Background

Zimmerman is qualified to serve as a member of our

board of directors because his experience in business development in the technology and retail sectors.

Relationships

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into three classes with staggered three-year terms (with the exception of the expiration of the initial Class I and Class II directors),

I, comprised of two directors, initially Arik Kaufman and Oren Elmaliah (with their initial terms expiring at our 2025 annual meeting

I, comprised of two directors, initially Arik Kaufman and Roy Golan (with their initial terms expiring at our 2025 annual meeting

of stockholders and members of such class serving successive three-year terms);

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meeting of stockholders and members of such class serving successive three-year terms);

III, comprised of one director, initially Ronen Luzon (with his initial term expiring at our 2024 annual meeting of stockholders

and members of such class serving successive three-year terms).

III, comprised of one director, initially Ronen Luzon (with his term expiring at our 2027 annual meeting of stockholders and members

of such class serving successive three-year terms).

preserve the classified Board structure, a director elected by the Board of Directors to fill a vacancy holds office until the next election

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board of directors has reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly.

Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, Oron Branitzky and Guy Zimmerman qualify as independent directors

Based upon this review, we believe that Arik Kaufman, Roy Golan, Oron Branitzky and Guy Zimmerman qualify as independent directors

in accordance with the standards set by the Nasdaq and Rule 10A-3 promulgated under the Exchange Act.

audit committee is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman.

Elmaliah serves as chairman of the audit committee.

audit committee is comprised of Oron Branitzky, Roy Golan and Arik Kaufman.

Golan serves as chairman of the audit committee.

The audit committee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services

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that term is defined by the rules of the Nasdaq Stock Market.

Board of Directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee,

Board of Directors has determined that Roy Golan is an “audit committee financial expert” serving on its audit committee,

and is independent, as the SEC has defined that term in Item 407 of Regulation S-K.

compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman.

compensation committee consists of Oron Branitzky, Roy Golan and Arik Kaufman.

Branitzky serves as chairman of the compensation

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and Corporate Governance Committee

members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman.

members of the nominating and corporate governance committee are Oron Branitzky, Roy Golan and Arik Kaufman.

Kaufman serves as

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Report on Form 8-K, which we will file within four business days following the date of the amendment or waiver.

Board of Directors has adopted a Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”), in accordance

with the Nasdaq listing standards and Exchange Act Rule 10D-1, which applies to our current and former executive officers.

Clawback Policy, we are required to recoup the amount of any Erroneously Awarded Compensation (as defined in the Clawback Policy) on

a pre-tax basis within a specified lookback period in the event of any Financial Restatement (as defined in the Clawback Policy), subject

to limited impracticability exception.

and Practices Related to the Grant of Certain Equity Awards

time to time, we award stock options to our employees, including the named executive officers.

We do not otherwise maintain any written

policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features.

our practice to not grant any awards to our named executive officers when in possession of any material nonpublic information, and to

wait until such material nonpublic information has been fully disclosed, widely disseminated to the public and at least two full business

days has passed after such material nonpublic information has been disclosed.

Trading Policy

have adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors,

officers and certain other covered persons, and which is reasonably designed to promote compliance with applicable insider trading laws,

rules and regulations, and any listing standards applicable to us.

A copy of our insider trading policy is filed as Exhibit 19.1 to this

Annual Report on Form 10-K.

In addition, with regard to any trading in our own securities, it is our policy to comply with the federal

securities laws and the applicable exchange listing requirements.

in Procedures for Recommending Directors

have been no material changes to the procedures by which our stockholders may recommend nominees to our Board of Directors from those

procedures set forth in our Proxy Statement for our 2021 Annual Meeting of Stockholders, filed with the SEC on December 7, 2022.

procedures set forth in our Proxy Statement for our 2024 Annual Meeting of Stockholders, filed with the SEC on November 4, 2024.

EXECUTIVE COMPENSATION

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following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2024 and December

Name and Principal Position

Name and Principal

Chief Executive Officer

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Chief Operating Officer

Salary for the years 2023 and 2022 are based on average US$/NIS representative exchange rates of NIS 3.687 and NIS 3.358

respectively.

Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2023 and 2022,

computed in accordance with FASB ASC Topic 718.

These amounts do not necessarily correspond to the actual value that may be realized

by the named executive officers.

The assumptions made in valuing the options reported in this column are discussed in Note 14 to our

audited financial statements for the year ended December 31, 2022 and Note 4 to our condensed consolidated interim financial

statements for the quarterly period ended September 30, 2023.

Salary for the years 2024 and 2023 are based on average US$/NIS representative exchange rates of NIS 3.699 and NIS 3.687 respectively.

Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2024 and 2023, computed

in accordance with FASB ASC Topic 718.

These amounts do not necessarily correspond to the actual value that may be realized by the named

executive officers.

The assumptions made in valuing the options reported in this column are discussed in Note 14 to our audited financial

statements for the year ended December 31, 2024 and Note 4 to our condensed consolidated interim financial statements for the quarterly

period ended September 30, 202 4 .

Other Compensation Table

“All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:

Other social benefits**

social benefits**

Manager’s insurance and education funds are customary benefits provided to employees based in Israel.

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Luzon will serve as our Chief Executive Officer.

Pursuant to the terms of the Luzon Employment Agreement,

Luzon receives NIS 55,000 per month as his base salary and shall be eligible to receive such bonus as determined by us.

Effective July 1, 2024,

Luzon’s monthly base salary was increased to NIS 60,5 00 from NIS 55,000 per month as his base salary and is eligible to receive such bonus as determined by us.

Luzon shall be entitled social benefits and to other benefits, including, but not limited to, contributions towards an education

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Kles will serve as our Chief Financial Officer.

Pursuant to the terms of the Kles Employment Agreement, Mr.

Kles receives NIS 38,000

per month as his base salary and shall be eligible to receive such bonus as determined by us.

Effective July 1, 2024, Mr.

Kles’ monthly base salary was increased to NIS 41,800 from NIS 38,000

per month and is eligible to receive such bonus as determined by us.

In addition, Mr.

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Pardo will serve as our Chief Product Officer.

Pursuant to the terms of the Pardo Employment Agreement, Ms.

Pardo receives

NIS 47,500 per month as her base salary and shall be eligible to receive such bonus as determined by us.

NIS 47,500 per month as her base salary and is eligible to receive such bonus as determined by us.

In addition, Ms.

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following table provides information regarding options held by each of our named executive officers that were outstanding as of December

Option Awards

Name and Principal Position

Name and Principal

Unexercisable

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Shares, That Have

Ronen Luzon - Chief Executive Officer

Or Kles – Chief Financial Officer

Billy Pardo- Chief Operating Officer

The option has a grant date of May 29, 2019.

267 options vested immediately upon grant, 445 options vested on January 24, 2019, 445 options

vested on January 24, 2020 and 444 options vested on January 24, 2021.

Luzon - Chief Executive Officer

– Chief Financial Officer

Pardo- Chief Operating Officer

The option has a grant date of October 8, 2020, 200 options vested on November 26, 2020, 200 options vested on May 26, 2021, 200

options vested on November 26, 2021, and 200 options vested on May 26, 2022.

The option has a grant date of May 29, 2019.

160 options vested immediately upon grant, 445 options vested on May 1, 2020, 445 options

vested on May 21, 2021 and 444 options vested on May 1, 2022.

The option has a grant date of October 8, 2020, 163 options vested on November 26, 2020, 163 options vested on May 26, 2021, 162

options vested on November 26, 2021, and 162 options vested on May 26, 2022.

The option has a grant date of May 29, 2019.

214 options vested immediately upon grant, 227 options vested on January 24, 2019, 227 options

vested on January 24, 2020 and 226 options vested on January 24, 2021.

On July 13, 2023, the compensation committee of the Board of Directors of the Company reduced the exercise price of outstanding options

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prices of $208 per share) to $8.72 per share, which was the closing price for the Company’s common stock on July 13, 2023.

The restricted share award has a grant date of September 29,2022 and shall vest in three equal installments on January 1,2023, January

1,2024, and January 1, 2025.

The restricted share award has a grant date of September 29,2022 and shall vest in three equal installments on January 1,2023, January

1,2024, and January 1, 2025.

The restricted share award has a grant date of September 29,2022 and shall vest in three equal installments on January 1,2023, January

1,2024, and January 1, 2025.

On February 14, 2024, the compensation committee of the Board of Directors of the Company granted restricted stock

awards under the 2017 Plan to Ronen Luzon, Or Kles and Billy Pardo, pursuant to which they were issued 300,000 restricted shares, 150,000

restricted shares and 150,000 restricted shares, respectively.

The restricted stock shall vest in three equal installments on January

1, 2025, January 1, 2026 and January 1, 2027, conditioned upon continuous employment with the Company, and subject to accelerated vesting

upon a change in control of the Company.

Consists of (i) 12,500 restricted shares with a grant date of September 29, 2022 and vesting in three equal installments on January

1, 2023, January 1, 2024, and January 1, 2025, and (ii) 37,500 restricted shares with a grant date of February 14, 2024 and

vesting in three equal installments on January 1, 2025, January 1, 2026, and January 1, 2027.

Consisting of (i) 3,000 restricted shares with a grant date of September 29, 2022 and vesting in three equal installments on January

1, 2023, January 1, 2024, and January 1, 2025, and (ii) 18,750 restricted share with a grant date of February 14, 2024 and

vesting in three equal installments on January 1, 2025, January 1, 2026, and January 1, 2027.

Consisting of (i) 3,000 restricted shares with a grant date of September 29, 2022 and vesting in three equal installments on January

1, 2023, January 1, 2024, and January 1, 2025, and (ii) 18,750 restricted shares with a grant date of February 14, 2024 and

vesting in three equal installments on January 1, 2025, January 1, 2026, and January 1, 2027.

following table sets forth compensation information for our non-employee directors for the year ended December 31, 2024.

Fees earned or

Oron Barnitzky

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non-employee director is entitled to receive a per meeting fee of $325.

Non-employee directors are also reimbursed for their travel

and reasonable out-of-pocket expenses incurred in connection with attending board and committee meetings, to the extent that attendance

is required by the board or the committee(s) on which that director serves.

On February 14, 2024, the compensation committee of the Board of Directors of the Company granted restricted stock

units under the 2017 Plan to each non-employee director, pursuant to which they were each issued 20,000 restricted stock units.

The restricted

stock units vest on January 1, 2025.

Non-employee directors are also reimbursed for their travel and

reasonable out-of-pocket expenses incurred in connection with attending board and committee meetings, to the extent that attendance is

required by the board or the committee(s) on which that director serves.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Ownership of Certain Beneficial Holders and Management

following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 9, 2024 by

(i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our

executive officers, and (iv) all of our directors and executive officers as a group.

Except as otherwise indicated, the persons named

in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property

laws, where applicable.

following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 10, 2025 by (i)

each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our executive

officers, and (iv) all of our directors and executive officers as a group.

Except as otherwise indicated, the persons named in the table

below have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where

Beneficial Owner (1)

of Common Stock Beneficially Owned

Percentage (2)

officers and directors:

Executive officers and directors:

Oren Elmaliah**

Oron Branitzky

Guy Zimmerman

Executive Officers and Directors as a Group (7 persons)

The address of each person is c/o My Size, Inc., 4 HaYarden St., P.O.B.

All Executive Officers and Directors as a Group

On March 7, 2025, Oren Elmaliah resigned as a member of the board of directors.

Effective April 1, 2025, we appointed Mr.

Elmaliah as Chief Financial Officer who is replacing Mr.

Kles who resigned effective March 31,

Elmaliah has nevertheless been included in the table above.

The address of each person is c/o My Size, Inc., 4 HaNegev St., P.O.B.

1026, Airport City, Israel 7010000 unless otherwise indicated

The calculation in this column is based upon 2,110,748 shares of common stock outstanding on March 10, 2025.

Beneficial ownership is determined

in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities.

of common stock that are currently exercisable or exercisable within 60 days of March 9, 2024 are deemed to be beneficially owned

Beneficial ownership is

determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities.

Shares of common stock that are currently exercisable or exercisable within 60 days of March 10, 2025 are deemed to be beneficially owned

by the person holding such securities for the purpose of computing the percentage beneficial ownership of such person, but are not treated

as outstanding for the purpose of computing the percentage beneficial ownership of any other person

Consists of (i) 400,000 shares of restricted stock granted under the 2017 Plan, (ii) options to purchase up to 8,001

shares of our common stock, and (iii) 174,000 shares of restricted stock granted to Billy Pardo, Ronen Luzon’s spouse under the

2017 Plan, and (iv) options to purchase up to 6,094 shares of our common stock which are hel by .Ms.

Luzon may be deemed to

beneficially hold the securities of us held by Ms.

Consists of (i) 174,000 shares of restricted stock granted under the 2017 Plan,

and (ii) an option to purchase 5,760 shares of our common stock.

Does not include an aggregate of 119,760 shares of restricted stock over

Kles has been designated the initial proxy to vote such shares pursuant to a voting agreement entered into between Whitehole

S.L., Twinbel S.L.

Consists of (i) 50,000 shares of restricted stock granted under the 2017 Plan, (ii) options to purchase up to 800 shares of our common

stock, (iii) 21,750 shares of restricted stock granted to Billy Pardo, Ronen Luzon’s spouse under the 2017 Plan, and (iv)

options to purchase up to 400 shares of our common stock which are held by Ms.

Luzon may be deemed to beneficially hold

the securities of us held by Ms.

Consists of (i) 21,750 shares of restricted stock granted under the 2017 Plan, and (ii) an option to purchase 400 shares of our common

Does not include an aggregate of 14,970 shares of restricted stock over which Mr.

Kles has been designated the initial proxy

to vote such shares pursuant to a voting agreement entered into between Whitehole S.L., Twinbel S.L.

and EGI Acceleration, S.L.

Consists of (i) 174,000 shares of restricted stock granted under the 2017 Plan,

(ii) options to purchase up to 6,094 shares of our common stock, (iii) 400,000 shares of restricted stock which are held by Ronen Luzon,

Billy Pardo’s spouse, and (v) options to purchase up to 8,001 shares of our common stock which are held by Mr.

may be deemed to beneficially hold the securities of the Company held by Mr.

Consists of options to purchase up to 1,294 shares of our common stock.

Consists of (i) 21,750 shares of restricted stock granted under the 2017 Plan, (ii) options to purchase up to 400 shares of our common

stock, (iii) 50,000 shares of restricted stock which are held by Ronen Luzon, Billy Pardo’s spouse, and (iv) options to purchase

up to 800 shares of our common stock which are held by Mr.

Pardo may be deemed to beneficially hold the securities of the

Company held by Mr.

Consists of options to purchase up to 150 shares of our common stock and 2,500 shares of restricted stock.

Consists of 2,500 shares of restricted stock.

are not aware of any arrangement that might result in a change in control in the future.

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future issuance under

equity compensation plans

equity compensation

(excluding securities

reflected in column

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Equity compensation plans approved

by security holders

Equity compensation plans

not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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The transaction closed on the same day.

Orgad Cash Consideration is payable to the Orgad Sellers in three installments, according to the following payment schedule:

$300,000 which we paid upon closing, (ii) $350,000 payable on the two-year anniversary of the closing, and (iii) $350,000 payable on

the three-year anniversary of the closing, provided that in the case of the second and third installments certain revenue targets

are met and subject further to certain downward post-closing adjustment.

In February 2024, we paid the remaining $700,000 of the

Orgad cash Consideration to the Orgad Sellers, net of a settlement amount of $275,000.

Orgad Equity Consideration is payable to the Orgad Sellers according to the following payment schedule:

(i) 55,801 shares were issued

at closing, and (ii) 55,801 shares will be issued in eight equal quarterly installments until the lapse of two years from closing, subject

to certain downward post-closing adjustment.

payment of the second and third cash installments, the equity installments and the earn out are further subject in each case to the Orgad

In February 2024, we paid the remaining $700,000 of the Orgad cash Consideration to the Orgad Sellers, net of a settlement

amount of $275,000.

payment of the earn out is further subject in each case to the Orgad

Sellers being actively engaged with Orgad at the date such payment is due (except if the Orgad Sellers resign due to reasons relating

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protection of debtors.

Services Agreement

In connection with Oren Elmaliah’s appointment as Chief Financial

Officer effective April 1, 2025, we entered into an agreement with Accounting Team Ltd., an entity 100% owned by Mr.

Elmaliah pursuant

to which it was engaged to provide bookkeeping, controller and CFO services (the “Services”), effective from March 1, 2025.

Under the agreement, the Company agreed to pay Accounting Team a monthly fee of NIS 40,000 (approximately $11,000) for the provision of the Services.

Indemnification

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FORM 10-K SUMMARY

EXHIBIT INDEX

Amended and Restated Certificate of Incorporation of My Size, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Form on Form 8-K filed on March 23, 2017)

Amended and Restated By-Laws of My Size, Inc.

(incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed on March 4, 2016)

and Restated Certificate of Incorporation of My Size, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current

Form on Form 8-K filed on March 23, 2017)

and Restated By-Laws of My Size, Inc.

(incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K

filed on March 4, 2016)

Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc.

(incorporated by reference to the Company’s Current Report on Form 8-K filed on February 20, 2018)

Second Amended and Restated By-Laws of My Size, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 24, 2018)

Certificate of Amendment of Amended and Restated Certificate of Incorporation of My Size, Inc.

(incorporated by reference to the Company’s Current Report on Form 8-K filed on November 18, 2019)

Certificate of Amendment of Amended and Restated Certificate of Incorporation of My Size, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 7, 2022)

Amendment No.

1 to Second Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 7, 2022)

Certificate of Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 7, 2022)

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3/A filed on November 14, 2016)

Form of Warrant to Purchase Common Stock issued on February 2, 2018 (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed on March 27, 2019)

Amended and Restated By-Laws of My Size, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on

Form 8-K filed on April 24, 2018)

of Amendment of Amended and Restated Certificate of Incorporation of My Size, Inc.

(incorporated by reference to the Company’s

Current Report on Form 8-K filed on November 18, 2019)

of Amendment of Amended and Restated Certificate of Incorporation of My Size, Inc.

(incorporated by reference to Exhibit 3.1 to the

Company’s Current Report on Form 8-K filed on January 7, 2022)

1 to Second Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form

8-K filed on January 7, 2022)

of Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc.

(incorporated by reference to Exhibit 3.1 to the

Company’s Current Report on Form 8-K filed on December 7, 2022)

of Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc.

(incorporated by reference to Exhibit 3.1 to the

Company’s Current Report on Form 8-K filed on April 15, 2024)

Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3/A filed

on November 14, 2016)

of Warrant to Purchase Common Stock issued on February 2, 2018 (incorporated by reference to Exhibit 4.3 to the Company’s Annual

Report on Form 10-K filed on March 27, 2019)

Description of Securities Registered under Section 12 (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on March 19, 2020)

Form of Warrant (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1, Amendment No.

of Warrant (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1, Amendment No.

filed with the SEC on May 5, 2020.)

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-1, Amendment No.

of Placement Agent Warrant (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-1, Amendment

1, filed with the SEC on May 5, 2020)

My Size, Inc.

2017 Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement on Schedule DEF 14A filed on March 2, 2017)

My Size, Inc.

2017 Consultant Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement on Schedule DEF 14A filed on March 2, 2017)

My Size, Inc.

2017 Stock Option Plan Israel Grantees Sub-Plan (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on March 27, 2019)

Purchase Agreement between My Size, Inc.

and Shoshana Zigdon dated as of February 16, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed on March 4, 2016)

Employment Agreement between My Size Israel 2014 Ltd.

and Ronen Luzon dated November 18, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2018)

Employment Agreement between My Size Israel 2014 Ltd.

and Or Kles dated November 18, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2018)

Employment Agreement between My Size Israel 2014 Ltd.

and Billy Pardo dated November 18, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2018)

Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 15, 2020)

Amendment to Purchase Agreement between My Size Israel 2014 Ltd., My Size, Inc.

and Shoshana Zigdon (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on August 16, 2021)

Form of Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 28, 2021)

Form of Placement Agent Warrant issued by the Company on October 28, 2021 (incorporated by reference to Exhibit 10.22 to the Company’s Form S-1 filed on November 12, 2021)

Form of Registration Rights Agreement, dated October 26, 2021, by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 28, 2021)

Share Purchase Agreement dated as of February 7, 2022 between My Size Israel 2014 Ltd.

and Amar Guy Shalom and Elad Bretfeld (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 8, 2022)

Form of Section 102 Capital Gain Restricted Stock Award Agreement under the Company’s 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2022)

Share Purchase Agreement, dated as of October 6, 2022, by and among My Size, Inc., Borja Cembrero Saralegui, Artiz Toree Garcia, Whitehold, S.L., Twinbel, S.L., and EGI Acceleration, S.L.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 12, 2022)

Form of Lock-Up Agreement by and among My Size, Inc.

and the stockholders identified on the signature page thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 12, 2022)

Form of Voting Agreement by and among My Size, Inc.

and the stockholders identified on the signature page thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on October 12, 2022)

My Size, Inc.

2017 Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement

on Schedule DEF 14A filed on March 2, 2017)

2017 Consultant Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy

Statement on Schedule DEF 14A filed on March 2, 2017)

2017 Stock Option Plan Israel Grantees Sub-Plan (incorporated by reference to Exhibit 10.3 to the Company’s Annual

Report on Form 10-K filed on March 27, 2019)

Agreement between My Size, Inc.

and Shoshana Zigdon dated as of February 16, 2014 (incorporated by reference to Exhibit 10.2 to the

Company’s Annual Report on Form 10-K filed on March 4, 2016)

Agreement between My Size Israel 2014 Ltd.

and Ronen Luzon dated November 18, 2018 (incorporated by reference to Exhibit 10.1 to

the Company’s Quarterly Report on Form 10-Q filed on November 19, 2018)

Agreement between My Size Israel 2014 Ltd.

and Or Kles dated November 18, 2018 (incorporated by reference to Exhibit 10.2 to the

Company’s Quarterly Report on Form 10-Q filed on November 19, 2018)

Agreement between My Size Israel 2014 Ltd.

and Billy Pardo dated November 18, 2018 (incorporated by reference to Exhibit 10.3 to

the Company’s Quarterly Report on Form 10-Q filed on November 19, 2018)

of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on

January 15, 2020)

to Purchase Agreement between My Size Israel 2014 Ltd., My Size, Inc.

and Shoshana Zigdon (incorporated by reference to Exhibit 10.1

to the Company’s Quarterly Report on Form 10-Q on August 16, 2021)

of Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 28, 2021)

of Placement Agent Warrant issued by the Company on October 28, 2021 (incorporated by reference to Exhibit 10.22 to the Company’s

Form S-1 filed on November 12, 2021)

of Registration Rights Agreement, dated October 26, 2021, by and between the Company and the Purchasers (incorporated by reference

to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 28, 2021)

Purchase Agreement dated as of February 7, 2022 between My Size Israel 2014 Ltd.

and Amar Guy Shalom and Elad Bretfeld (incorporated

by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 8, 2022)

of Section 102 Capital Gain Restricted Stock Award Agreement under the Company’s 2017 Equity Incentive Plan (incorporated by

reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2022)

Purchase Agreement, dated as of October 6, 2022, by and among My Size, Inc., Borja Cembrero Saralegui, Artiz Toree Garcia, Whitehold,

S.L., Twinbel, S.L., and EGI Acceleration, S.L.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report

on Form 8-K, filed with the SEC on October 12, 2022)

of Lock-Up Agreement by and among My Size, Inc.

and the stockholders identified on the signature page thereto (incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 12, 2022)

of Voting Agreement by and among My Size, Inc.

and the stockholders identified on the signature page thereto (incorporated by reference

to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on October 12, 2022)

Amendment to the My Size, Inc.

2017 Equity Plan (incorporated by reference to Appendix B to the Company’s definitive proxy statement filed with the SEC on November 4, 2022)

Form of Registered Direct Offering Securities Purchase Agreement, dated January 10, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023)

Form of PIPE Securities Agreement, dated January 10, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023)

Form of Registered Direct Pre-Funded Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023)

Form of Series A and Series B Warrant (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023)

Form of Private Placement Pre-Funded Warrant (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023)

Form of Registration Rights Agreement, dated January 10, 2023 (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023)

Engagement Agreement, dated December 5, 2022 (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023)

Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.36 to the Company’s Report on Form 10-K filed with the SEC on April 14, 2023)

2017 Equity Plan (incorporated by reference to Appendix B to the Company’s definitive

proxy statement filed with the SEC on November 4, 2022)

of Registered Direct Offering Securities Purchase Agreement, dated January 10, 2023 (incorporated by reference to Exhibit 10.1 to

the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023)

of PIPE Securities Agreement, dated January 10, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report

on Form 8-K filed with the SEC on January 12, 2023)

of Registered Direct Pre-Funded Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form

8-K filed with the SEC on January 12, 2023)

of Series A and Series B Warrant (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed

with the SEC on January 12, 2023)

of Private Placement Pre-Funded Warrant (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form

8-K filed with the SEC on January 12, 2023)

of Registration Rights Agreement, dated January 10, 2023 (incorporated by reference to Exhibit 10.6 to the Company’s Current

Report on Form 8-K filed with the SEC on January 12, 2023)

Agreement, dated December 5, 2022 (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed

with the SEC on January 12, 2023)

of Placement Agent Warrant (incorporated by reference to Exhibit 10.36 to the Company’s Report on Form 10-K filed with the

SEC on April 14, 2023)

of Inducement Letter (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the

6 unchanged sentences

proxy statement filed with the SEC on November 24, 2023) .

Form of Section 102 Capital Gain Restricted Stock Award Agreement under the Company’s 2017 Equity Incentive Plan

List of Subsidiaries

of Section 102 Capital Gain Restricted Stock Award Agreement under the Company’s 2017 Equity Incentive Plan (incorporated by

reference to Exhibit 10.31 to the Company’s Report on Form 10-K filed with the SEC on April 1, 2024)

of Inducement Letter (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the

SEC on May 16, 2024)

of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May

of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with

the SEC on May 16, 2024)

the Market Offering Agreement dated January 21, 2025 between the Company and H.C.

Wainwright & Co., LLC (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 21, 2025)

Insider Trading Policy

of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Report on Form 10-K filed with the SEC on April

Consent of Somekh Chaikin, a member firm of KPMG International, registered public accounting firm

Certification of the Chief Executive Officer pursuant

to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Financial Officer pursuant

to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer and

Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

My Size, Inc.

Executive Officer Clawback Policy

Inline XBRL Instance Document

Inline XBRL Taxonomy Schema

Inline XBRL Taxonomy Calculation Linkbase

Inline XBRL Taxonomy Definition Linkbase

Inline XBRL Taxonomy Label Linkbase

Inline XBRL Taxonomy Presentation Linkbase

Cover Page Interactive Data File (formatted

as Inline XBRL document and contained in Exhibit 101)

Executive Officer Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Report on Form 10-K filed with the SEC on April 1, 2024)

XBRL Instance Document

XBRL Taxonomy Schema

XBRL Taxonomy Calculation Linkbase

XBRL Taxonomy Definition Linkbase

XBRL Taxonomy Label Linkbase

XBRL Taxonomy Presentation Linkbase

Page Interactive Data File (formatted as Inline XBRL document and contained in Exhibit 101)

a management contract or any compensatory plan, contract or arrangement

to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report

on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 1 day of April, 2024.

Chief Executive Officer

(Principle Executive Officer)

on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 27th day of March, 2025.

Executive Officer

Executive Officer)

Financial Officer

3 unchanged sentences

Executive Officer and Director

April 1, 2024

Executive Officer)

Financial Officer

April 1, 2024

Financial and Accounting Officer)

Oren Elmaliah

April 1, 2024

Oron Branitzky

April 1, 2024

Guy Zimmerman

April 1, 2024

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 9A. Controls and Procedures