What changed in this filing

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Item 1. Financial Statements

2025-05-15 compared with 2024-11-14 · 343 added, 490 removed, 135 unchanged (86% of the section changed)

Financial Statements.

My Size, Inc.

and Subsidiaries

of September 30, 2024

Condensed Consolidated

Financial Statements

As of March 31, 2025

Dollars in Thousands

AND ITS SUBSIDIARIES

Consolidated Interim Financial Statements as of September 30, 2024 (Unaudited)

Condensed Consolidated Interim Balance Sheets (Unaudited)

Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited)

Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity (Unaudited)

Condensed Consolidated Interim Statements of Cash flows (Unaudited)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

MY SIZE, INC.

AND ITS SUBSIDIARIES

Condensed Consolidated Interim Financial Statements

as of March 31, 2025 (Unaudited)

Consolidated Interim Balance Sheets (Unaudited)

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

September 30,

Consolidated Interim Statements of Comprehensive Loss (Unaudited)

Consolidated Interim Statements of Changes in Stockholders’ Equity (Unaudited)

Consolidated Interim Statements of Cash flows (Unaudited)

to Condensed Consolidated Interim Financial Statements (Unaudited)

MY SIZE, INC.

AND ITS SUBSIDIARIES

Condensed Consolidated Interim Balance Sheets (Unaudited)

dollars in thousands (except share data and

per share data)

Current Assets:

Cash and cash equivalents

Restricted cash

Short term deposit

Account receivables

5 unchanged sentences

Intangible assets

Investment in JV

Investment in marketable securities

3 unchanged sentences

Operating lease liability

Bank overdraft and short-term loans

Short-term loans

Trade payables

5 unchanged sentences

Total non-current liabilities

Commitments and contingent

Total liabilities

COMMITMENTS AND CONTINGENCIES

Stockholders’ equity:

Stock Capital -

Common stock of $ 0.001 par

value - Authorized:

Common stock of $ 0.001 par value - Authorized:

250,000,000 shares;

Issued and outstanding:

1,169,131 ( * )

and 452,724 ( * )

as of September 30, 2024 and December 31, 2023, respectively

2,110,748 and 2,040,159 as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

3 unchanged sentences

Total liabilities and stockholders’ equity

to give retroactive effect of 1:8 reverse stock split effected in April 2024, see note 8 (d)

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

The accompanying notes are an integral part of the

condensed consolidated interim financial statements.

MY SIZE, INC.

AND ITS SUBSIDIARIES

Consolidated Interim Statements of Comprehensive Loss (Unaudited)

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

Nine-Months Ended

September 30,

Condensed Consolidated Interim Statements of Comprehensive

Loss (Unaudited)

dollars in thousands (except share data and

per share data)

Three-Months Ended

September 30,

Cost of revenues

3 unchanged sentences

General and administrative

Impairment of goodwill

Total operating expenses

1 unchanged sentence

Financial income (expenses), net

Equity loss of equity method investees ***

Loss before taxes

Taxes on income

Other comprehensive income (loss):

3 unchanged sentences

Basic and diluted weighted average number of shares outstanding

the nine months ended September 30, 2023, the Company recorded an inventory write-down of $ 643 due to the fire that occurred in its

to give retroactive effect of 1:8 reverse stock split effected in April 2024 , see note 8 (d).

March 2024, the Company closed a joint venture (the “JV”) in Brazil with Santista Têxtil.

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

The accompanying notes are an integral part of the

interim condensed consolidated financial statements.

MY SIZE, INC.

AND ITS SUBSIDIARIES

Consolidated Interim Statements of Changes in Stockholders’ Equity (Unaudited)

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

Condensed Consolidated Interim Statements of Changes

in Stockholders’ Equity (Unaudited)

dollars in thousands (except share data and

per share data)

comprehensive

2 unchanged sentences

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

Issuance of shares for sellers post Business Combination

Effect of reverse stock split

Issuance of shares, net of issuance cost of $ 442

Exercise of shares in abeyance

Issuance of shares pursuant to At The Market Offering Agreement - net of $ 5

issuance cost **

Total comprehensive loss

Balance as of September 30, 2024

an amount less than $1.

Adjusted to give retroactive effect of 1:8 reverse stock split effected in April 2024 , see note 8 (d).

shares relates to the August 2023 inducement letter deal - see note 13 (d) to the Company’s Annual Report on Form 10-K for the

year ended December 31, 2023.

Balance as of March 31, 2025

Represents an amount less than $1.

comprehensive

2 unchanged sentences

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

Issuance of shares, net of issuance cost of $ 959

Issuance of shares in Business Combinations

Exercise of warrants and prefunded warrants

Total comprehensive loss

Balance as of September 30, 2023

an amount less than $1

Adjusted to give retroactive effect of 1:8 reverse stock split effected in April 2024 , see note 8 (d).

Accumulated other comprehensive

Total stockholders’

Balance as of July 1, 2024

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

Exercise of shares in abeyance

Total comprehensive loss

Balance as of September 30, 2024

an amount less than $1

comprehensive

stockholders’

Balance as of July 1, 2023

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

Issuance of shares, net of issuance cost of $ 518

Exercise of prefunded warrants

Total comprehensive loss

Balance as of September 30, 2023

an amount less than $1

Adjusted to give retroactive effect of 1:8 reverse stock split effected in April 2024 , see note 8 (d).

Balance as of March 31, 2024

Represents an amount less than $1

MY SIZE, INC.

AND ITS SUBSIDIARIES

Consolidated Interim Statements of Cash Flows (Unaudited)

Condensed Consolidated Interim Statements of Cash

Flows (Unaudited)

dollars in thousands

Nine-Months Ended

September 30,

Three-Months Ended

Cash flows from operating activities:

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

Loss on disposition of property and equipment

Change in operating lease right-of-use asset

1 unchanged sentence

Change in liabilities to related parties

Interest of long-term liabilities

Interest on long-term liabilities

Interest paid

Revaluation of investment in marketable securities

Change in Investment in JV

Stock based compensation

Change in inventory

Impairment of goodwill

Change in deferred tax liabilities

Change in account receivable

14 unchanged sentences

Effect of exchange rate fluctuations on cash and cash equivalents

Increase in cash, cash equivalents and restricted cash (*)

Decrease in cash, cash equivalents and restricted cash (*)

Cash, cash equivalents and restricted cash at the beginning of the period

2 unchanged sentences

Change in operating lease right-of-use asset and liability

relates to change in cash and cash equivalents and, $( 77 ) to change in restricted cash for the nine months ended September 30, 2024.

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

$ 1,185 relates to change in cash and cash equivalents for the three months ended March 31, 2025.

The accompanying notes are an integral part of the

interim condensed consolidated financial statements.

MY SIZE, INC.

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

(the “Company”) is developing unique measurement technologies based on algorithms with applications in a variety

of areas, including the apparel e-commerce market, the courier services market and the Do It Yourself (“DIY”) smartphone

and tablet apps market.

The technology is driven by proprietary algorithms, which are able to calculate and record measurements in

a variety of novel ways.

the acquisition of Naiz Fit Bespoke Technologies, S.L (“Naiz”) in October 2022, the Company expanded its offering outreach

and customer base.

the acquisition of Orgad International Marketing Ltd.

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

e-commerce platform.

Company has six subsidiaries, My Size Israel 2014 Ltd.

(“My Size Israel”), Topspin Medical (Israel) Ltd., Orgad and Rotrade

Ltd., all of which are incorporated in Israel, My Size LLC, which is incorporated in the Russian Federation, and Naiz, a limited liability

company incorporated under the laws of Spain.

Notes to Condensed Consolidated Interim Financial

Statements (Unaudited)

dollars in thousands (except share data and

per share data)

Note 1 - General

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 acquisition of Naiz Fit Bespoke

Technologies, S.L (“Naiz”) in October 2022, the Company expanded its offering outreach and customer base.

Following the acquisition

of Orgad International Marketing Ltd.

(“Orgad”) in February 2022, the Company also operates an omnichannel e-commerce platform.

The Company has six subsidiaries, My Size Israel

(“My Size Israel”), Topspin Medical (Israel) Ltd., Orgad and Rotrade Ltd., all of which are incorporated in Israel,

My Size LLC, which is incorporated in the Russian Federation, and Naiz, a limited liability company incorporated under the laws of Spain.

References to the Company include the subsidiaries unless the context indicates otherwise.

Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc.

(“Topspin”), a private

company registered in the State of Delaware.

Subsequent to the date of these financial statements,

the Company established an additional subsidiary, New Percentil, S.L., a limited liability company incorporated under the laws of Spain.

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.

July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.

September 1, 2005 to March 27, 2024, the Company’s common stock was traded on the Tel Aviv Stock Exchange.

inception, the Company has incurred significant losses and negative cash flows from operations and had an accumulated deficit of

The Company has financed its operations mainly through fundraising from various investors.

Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for

the foreseeable future.

Based on the projected cash flows and cash balances as of September 30, 2024, management is of the opinion

that its existing cash will not be sufficient to fund operations for a period of more than 12 months.

As a result, there is substantial

doubt about the Company’s ability to continue as a going concern.

plans include the continued commercialization of the Company’s products, reduction in its operating expenses and net losses and securing sufficient financing through the sale

of additional equity securities, debt or capital inflows from strategic partnerships.

Additional funds may not be available when

the Company needs them, on terms that are acceptable to it, or at all.

If the Company is unsuccessful in commercializing its products

and securing sufficient financing, it may need to cease operations.

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.

October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on

civilian and military targets.

Hamas also launched extensive rocket attacks on the Israeli population and industrial centers located

along Israel’s border with the Gaza Strip and in other areas within the State of Israel.

These attacks resulted in thousands

of deaths and injuries, and Hamas additionally kidnapped many Israeli civilians and soldiers.

Following the attack, Israel’s

security cabinet declared war against Hamas and commenced a military campaign against Hamas and other terrorist organizations in

parallel to their continued rocket and terror attacks.

In addition, since the commencement of these events, there have been continued

hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and on other fronts from various extremist groups in region, such as the Houthi movement in Yemen and various rebel militia

groups in Syria and Iraq.

Israel has carried out a number of targeted strikes on sites belonging to these terror organizations and in

October 2024, Israel began limited ground operations against Hezbollah in Lebanon.

In addition, Iran recently launched direct attacks on Israel involving hundreds of drones and missiles and has threatened to continue

to attack Israel and is widely believed to be developing nuclear weapons.

Iran is also believed to have a strong influence among

extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia

groups in Syria and Iraq.

Such clashes may escalate in the future into a greater regional conflict.

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

This is attributable to

its global footprint and the offices in Spain, which has become a hub for the Company’s sizing solutions business.

majority of Orgad’s inventory utilizes fulfillment by Amazon rather than fulfilling directly.

Inventory is now maintained in

and orders are shipped from regional Amazon warehouses, thereby reducing exposure to inventory risk and contributing to operating

efficiencies.

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.

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.

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

On July 25, 2016, the Company’s common stock

began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.

From September 1, 2005 to March 27, 2024, the Company’s common

stock was traded on the Tel Aviv Stock Exchange.

Since inception, the Company has incurred significant losses and negative

cash flows from operations and has an accumulated deficit of $ 64,936 .

The Company has financed its operations mainly through fundraising

from various investors.

The Company’s management expects that the Company will continue to

generate losses and negative cash flows from operations for the foreseeable future.

Based on the projected cash flows and cash balances

as of the date of these financial statements, management is of the opinion that there is an uncertainty that its existing cash will be

sufficient to fund operations for a period of more than 12 months.

As a result, there is substantial doubt about the Company’s ability

to continue as a going concern.

Management’s plans include the continued

commercialization of the Company’s products and acquisition of technology, intellectual property or businesses and securing sufficient

financing through the sale of additional equity securities, debt or capital inflows from strategic partnerships.

Management is actively

looking for additional technology and commercial opportunities that will increase the company’s cashflow.

The company has sold additional

securities for $ 1,995 see note 9a.

Additional funds may not be available when the Company needs them, on terms that are acceptable to

it, or at all.

If the Company is unsuccessful in commercializing its products and securing sufficient financing, it may need to cease

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.

In October 2023, Hamas terrorists infiltrated Israel’s southern

border from the Gaza Strip and conducted a series of attacks on civilian and military targets.

Hamas also launched extensive rocket attacks

on the Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the

State of Israel.

These attacks resulted in thousands of deaths and injuries, and Hamas additionally kidnapped many Israeli civilians and

Following the attack, Israel’s security cabinet declared war against Hamas and commenced a military campaign against Hamas

and other terrorist organizations in parallel to their continued rocket and terror attacks.

In addition, since the commencement of these events,

there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization;), Israel’s

southern border with the Gaza Strip (with the Hamas terrorist organization) and on other fronts from various extremist groups in region,

such as the Houthis in Yemen and various rebel militia groups in Syria and Iraq.

Further, on April 13, 2024, and on October 1, 2024, Iran

launched a series of drone and missile strikes against Israel.

In November 2024, a ceasefire agreement was reached between Israel and

The war with Hamas and Hezbollah 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.

The security situation in Israel has had an immaterial

effect on its operations and financial results so far.

This is attributable to its global footprint and the 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 in and orders are shipped from regional Amazon warehouses, thereby reducing

exposure to inventory risk and contributing to operating efficiencies.

On February 24, 2022, Russia invaded Ukraine.

outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the

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.

MY SIZE, INC.

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

2 - Significant Accounting Policies

condensed consolidated financial statements:

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

The unaudited condensed consolidated financial statements are comprised of the financial statements of the

In management’s opinion, the interim financial data presented includes all adjustments necessary for a fair

presentation.

Notes to Condensed Consolidated Interim Financial

Statements (Unaudited)

dollars in thousands (except share data and

per share data)

Note 2 - Significant Accounting Policies

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 three months and nine

months ended September 30, 2024, and 2023 and cash flows for the nine months ended September 30, 2024, and 2023 are not necessarily indicative of the results that may be expected for any future period or for the

year ending December 31, 2024.

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, 2023.

Accounting Policies:

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.

accounting estimates:

350 requires goodwill to be tested for impairment at the reporting unit level at least annually, or between annual tests under certain

circumstances, and written down when impaired.

Goodwill is tested for impairment by comparing the fair value of the reporting unit

with it carrying value.

impairment charge of $ 631

was recorded as the carrying value of SaaS Solution reporting segment exceeded its expected fair value, as determined using a

discounted cash flow model which is primarily based on management’s future revenue and cost estimates.

This impairment charge

was recorded within Impairment of goodwill, within the Consolidated Statement of Operations, and within the SaaS Solution segment

for three months ended September 30, 2024.

See note 6- Goodwill.

adopted accounting pronouncements:

June 2022, the FASB issued ASC 2022-03 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”.

The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account

of the equity security and, therefore, is not considered in measuring its fair value.

The ASU also clarifies that an entity cannot,

as a separate unit of account, recognize and measure a contractual sale restriction.

The ASU also introduces new disclosure requirements

for equity securities subject to contractual sale restrictions.

The ASU do not have a material impact on the Company consolidated

financial statements.

August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40).

This ASU reduces the number of accounting models for convertible

debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an

entity’s own equity to reduce form-over-substance-based accounting conclusions.

In addition, this ASU improves and amends the

related earnings per share guidance.

This standard became effective for the Company beginning on January 1, 2024.

Adoption is either

a modified retrospective method or a fully retrospective method of transition.

The Company adopted this guidance effective January

1, 2024, and the adoption of this standard did not have a material impact on its consolidated financial statements.

Recently issued accounting standards not yet adopted:

In November 2024, the FASB issued ASU No.

2024-03 Income Statement—Reporting

Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

The ASU improves the disclosures about a public business

entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions.

amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory,

employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of sales, SG&A and research

and development).

The ASU is effective for fiscal years beginning after December

15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently

evaluating this ASU to determine its impact on the Company’s disclosures.

3 – Financial Instruments

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.

Company holds share certificates in iMine Corporation (“iMine”), formerly known as Diamante Minerals, Inc., a publicly traded

company on the OTCQB.

to sales restrictions on the sale of the iMine 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.

Operating results for the three months ended March 31, 2025 not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2025.

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, 2024.

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,

(“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.

of Significant Assets and Liabilities Measured at Fair Value on Recurring Basis

September 30, 2024

March 31, 2025

Fair value hierarchy

1 unchanged sentence

Investment in marketable securities (*)

MY SIZE, INC.

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

3 - Financial Instruments (Cont.)

Notes to Condensed Consolidated Interim Financial

Statements (Unaudited)

dollars in thousands (except share data and

per share data)

Note 3 - Financial Instruments (Cont.)

December 31, 2024

2 unchanged sentences

Investment in marketable securities (*)

the nine and three-month periods ended September 30, 2024 and 2023, the Company recognized gain (loss) (based on quoted market prices

with a discount due to security restrictions on iMine shares) of the marketable securities was $ 1 , $( 21 ), $( 3 ) and $( 7 ), respectively.

4 - Stock Based Compensation

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

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

For the three-month period ended March 31, 2025 and 2024, the Company recognized gain (based on quoted market prices with a discount due to security restrictions on iMine shares) of the marketable securities was $ 7 and $ 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:

of Stock Based Compensation Expenses

Nine months ended

September 30,

Three months ended

September 30,

Stock-based compensation expense – Cost of revenues

3 unchanged sentences

Stock-based compensation

MY SIZE, INC.

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

4 - Stock Based Compensation (Cont.)

Option Plan for Employees:

March 2017, the Company adopted the My Size, Inc.

2017 Equity Incentive Plan (the “2017 Employee Plan”) pursuant to which

the Company’s Board of Directors may grant stock options and other equity awards to officers and key employees.

The total number

of shares of common stock which may be granted to directors, officers, employees under this plan, is limited to 130,000 shares.

options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.

December 27, 2023, the Company’s stockholders approved an increase in the shares available for issuance under the 2017 Equity Incentive

Plan from 36,125 shares to 130,000 shares.

February 14, 2024, the Compensation Committee of the Company granted restricted common stock awards under the Company’s 2017 Equity

Incentive Plan to Ronen Luzon, Or Kles and Billy Pardo, pursuant to which they were issued 37,500 restricted shares, 18,750 restricted

shares and 18,750 restricted shares, respectively.

Notes to Condensed Consolidated Interim Financial

Statements (Unaudited)

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 this plan, is limited to 130,000

On February 14, 2024, the

Compensation Committee of the Company granted restricted common stock awards under the Company’s 2017 Equity Incentive Plan to

Ronen Luzon, Oren Elmaliah and Billy Pardo, pursuant to which they were issued 37,500

restricted shares, 18,750

restricted shares and 18,750

restricted shares, respectively.

The restricted shares shall vest in three equal installments on January 1, 2025, January 1, 2026

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.

On the same day, the Company granted a total of 10,000 restricted stock units (“RSUs”) to its

directors that will vest on January 1, 2025 and five-years options to purchase up to 6,875 shares of common stock to other employees

of the Company at an exercise price of $ 3.832 per share.

The option vesting period is over three years in three equal portions from the

vesting commencement date.

compensation cost resulting from the grant is approximately $ 314 and is expected to be recognized over a period of 3 years.

fair value of each option award is estimated on the date of grant using the Binomial option-pricing model that used the weighted average

assumptions in the following table.

The risk free rate for the expected term of the option is based on the U.S.

Treasury yield curve

in effect at the time of grant

and January 1, 2027, conditioned upon continuous employment with the Company and subject to accelerated vesting upon a change in

control of the Company.

On the same day, the Company granted a total of 10,000

restricted stock units (“RSUs”) to its directors that will vest on January 1, 2025 and 5

five-years options to purchase up to 6,875

shares of common stock to other employees of the Company at an exercise price of $ 3.832

The option vesting period is over three years in three equal portions from the vesting commencement date.

The compensation cost resulting from the

grant is approximately $ 314 and is expected to be recognized over a period of 3 years.

The fair value of each option award is estimated

on the date of grant using the Binomial option-pricing model that used the weighted average assumptions in the following table.

free rate for the expected term of the option is based on the U.S.

Treasury yield curve in effect at the time of grant

of Fair Value Assumptions of Stock Option

3 unchanged sentences

Contractual term

During the nine and three-month periods

ended September 30, 2024, the Company granted options, restricted stock and RSUs to purchase 91,875

shares of common stock under the 2017 Employee Plan (as described above), respectively.

options were exercised and 6,657 options expired.

total stock option compensation expense for employees during the nine and three-month periods ended September 30, 2024 and 2023 was

respectively.

total stock option compensation expense relating to the Orgad acquisition during the nine and three-month periods ended September 30,

2024 and 2023 was $ 3 , $ 0 , $ 76 and $ 16 , respectively.

issued to consultants:

July 2023, the Company entered into a six month agreement (the “Consultant Agreement”) with a consultant (the “Consultant”)

to provide services to the Company, including assisting the Company to promote, market and sell the Company’s technology to potential

customers and make strategic introductions and inquiries with interested parties in the financial community.

Pursuant to the Consultant

Agreement and in partial consideration for such consulting services, the Company issued to the Consultant (i) 5,000 shares of restricted

common stock of the Company, (ii) a warrant to purchase 12,500 shares of common stock at an exercise price of $4.00 per share and exercisable

for a term of 36 months from the date of issuance, and (iii) a warrant to purchase 12,500 shares of common stock at an exercise price

of $6.00 per share and exercisable for a term of 36 months from the date of issuance .

issuance was approved by the Company’s board of directors in February 2024.

the nine and three-month periods ended September 30, 2024, the Company recorded $ 71 and $ 0 , respectively, as stock-based equity awards

with respect to the Consultant.

No expenses were recorded in the fiscal year ended December 31, 2023 with respect to the Consultant.

During the three-month periods

ended March 31, 2024, and 2025 the Company granted options, restricted stock and RSUs to purchase 10,000

shares, respectively, of common stock under the 2017 Employee Plan (as described above), respectively.

options were exercised.

The total stock option compensation expense

for employees during the three-month period ended March 31, 2025 and 2024 was $ 22 and $ 67 , respectively.

The total stock option compensation expense

relating to the Orgad acquisition during the three-month period ended March 31, 2025 and 2024 was $ 0 and $ 3 , respectively.

Options issued to consultants:

In July 2023, the Company entered into a

six month agreement (the “Consultant Agreement”) with a consultant (the “Consultant”) to provide services to the

Company, including assisting the Company to promote, market and sell the Company’s technology to potential customers and make strategic

introductions and inquiries with interested parties in the financial community.

Pursuant to the Consultant Agreement and in partial consideration

for such consulting services, the Company issued to the Consultant (i) 5,000 shares of restricted common stock of the Company, (ii) a

warrant to purchase 12,500 shares of common stock at an exercise price of $4.00 per share and exercisable for a term of 36 months from

the date of issuance, and (iii) a warrant to purchase 12,500 shares of common stock at an exercise price of $6.00 per share and exercisable

for a term of 36 months from the date of issuance .

The issuance was approved by the Company’s

board of directors in February 2024.

During the three-month periods ended March

31, 2025 and 2024, the Company recorded $ 0 and $ 71 , respectively, as stock-based equity awards with respect to the Consultant.

MY SIZE, INC.

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

5 - Contingencies and Commitments

August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the

State of New York, County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is

seeking damages in an amount to be determined at trial, but in no event less than $ 616 .

On August 2, 2018, North Empire filed a Summons with Notice against the Company, also in the same Court, in which they allege

damages in an amount of $ 11,400

arising from an alleged breach of the Agreement.

On September 6, 2018 North Empire filed a Notice of Discontinuance of the action it

had filed on August 2, 2018.

On September 27, 2018, North Empire filed an answer and asserted counterclaims in the action commenced

by the Company against them, alleging that the Company failed to deliver stock certificates to North Empire causing damage to North

Empire in the amount of $ 10,958 .

North Empire also filed a third-party complaint against the Company’s CEO and now former Chairman of the Board asserting

similar claims against them in their individual capacities.

On October 17, 2018, the Company filed a reply to North Empire’s

counterclaims.

On November 15, 2018, the Company’s CEO and now former Chairman of the Board filed a motion to dismiss North

Empire’s third-party complaint.

On January 6, 2020, the Court granted the motion and dismissed the third-party complaint.

Discovery has been completed and both parties have filed motions for summary judgment in connection with the claims and

counterclaims.

On December 30, 2021, the Court denied both the Company and North Empire’s motions for summary judgment,

arguing there were factual issues to be determined at trial.

On January 26, 2022, the Company filed a notice of appeal of the

summary judgment decision.

On February 3, 2022, the Company filed a motion to reargue the Court’s decision denying the

Company’s motion for summary judgment.

North Empire will file its opposition papers on or before March 31, 2022, and the

Company will file reply papers on April 29, 2022.

On or about September 12, 2022, the Court issued its Decision and Order denying

the Company’s motion to reargue.

North Empire filed its opposing brief on December 7, 2022.

On March 13, 2023, the Supreme

Court referred the case to its Alternative Dispute Program and ordered the cases to mediate.

The mediation was held on July 26, 2023

and various settlement options were explored but the mediation did not lead to settlement.

On December 21, 2023, a conference with

the Court was held and the parties were given dates for various pre-trial filings.

In October, 2024, the parties agreed on

settlement terms and are finalizing the settlement documents, including a global settlement with a third party with related claims.

The Company recognized a loss of approximately $ 40

from the settlement agreement.

After the parties sign the settlement agreement, the Company will file the stipulation to

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

monetary award in an amount of NIS 1,895,345

(approximately $ 510 ).

The plaintiff alleges that due to the fire that broke out at Orgad’s warehouse in January 2023, the fire spread to the

plaintiff’s business and caused heavy damage to the structure and contents, inventory of the business and loss of profits.

Company filed its statement of defense in September 2024.

At this preliminary stage, the plaintiff did not provide sufficient

documents to support his claims regarding the extent of the alleged damage.

The Company is working on its damage evaluation analysis.

As such, the Company

cannot evaluate the chances of the claim to succeed.

As of September 30, 202 4,

the Company has experienced a triggering event in the reporting period due to sustained decreases in the Company’s share

price and a decline in actual and forecasted operating results, prompting impairment assessments of goodwill and long-lived assets including definite-lived intangibles.

The table below indicates changes in the most significant inputs to the Company’s impairment analysis on each testing date since

its last annual test for the SaaS based innovative artificial intelligence driven measurement

solutions segment.

Schedule of Impairment Analysis

Discount rate

Testing dates

December 31, 2023

September 30, 2024

In September 2024, the Company

updated the forecasted future cash flows used in the impairment assessment, including revenues, margin, and capital expenditures to

reflect current conditions.

Other changes in valuation assumptions included selection of lower revenue growth rates based upon an

assessment of current market conditions.

As a result of this review, the Company did not identify an impairment to its

definite-lived intangible assets or other long-lived assets, but the Company recorded a $ 631

non-deductible goodwill impairment charge for the quarter ended September 30, 2024 (level 3 fair value measurement).

impairment charge was recorded within Impairment of goodwill, within the Consolidated Statement of Operations, and within the SaaS based

innovative artificial intelligence driven measurement solutions segment for the nine months ended September 30, 2024.

The table below indicates changes in the most significant inputs to the Company’s impairment analysis on each

testing date since its last annual test for Fashion and equipment e-commerce platform segment.

Schedule of Impairment Analysis

Discount rate

Testing dates

December 31, 2023

September 30, 2024

7.5 %- 36.5 %

In September 2024, the Company

updated the forecasted future cash flows used in the impairment assessment, including revenues, margin, and capital expenditures to

reflect current conditions.

Other changes in valuation assumptions included selection of lower revenue growth rates based upon an

assessment of current market conditions.

As a result of this review, the Company did not identify an impairment to its

definite-lived intangible assets or other long-lived assets or for its goodwill for the quarter ended September 30, 2024 (level 3

fair value measurement).

the restructuring, the aggregate carrying amounts of goodwill allocated to each reporting unit are as follows:

Notes to Condensed Consolidated Interim Financial

Statements (Unaudited)

dollars in thousands (except share data and

per share data)

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 for a monetary award in an amount of NIS 1,895,345 (approximately $ 510 ).

The plaintiff alleges that due to the fire that broke out at Orgad’s warehouse in January 2023, the fire spread to the plaintiff’s business and caused heavy damage to the structure and contents, inventory of the business and loss of profits.

The Company filed its statement of defense in September 2024.

At this preliminary stage, the plaintiff did not provide sufficient documents to support his claims regarding the extent of the alleged damage.

Based on the Company’s legal advisors, the Company cannot evaluate the

chances of the claim to succeed, at this stage.

Note 6 - Goodwill

The aggregate carrying amounts of goodwill

allocated to each reporting unit are as follows:

of Aggregate Carrying Amount Of Goodwill

1 unchanged sentence

Fashion and equipment e-commerce platform

MY SIZE, INC.

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

7 – Operating Segments

July 1, 2023, the Company merged its two SaaS segments into one segment, reducing its reportable segments from three to the following

two segments:

(i) fashion and equipment e-commerce platform, and (ii) SaaS based innovative artificial intelligence driven measurement

Notes to Condensed Consolidated Interim Financial

Statements (Unaudited)

dollars in thousands (except share data and

per share data)

Note 7 – Operating Segments

The Company has the following two

(i) fashion and equipment e-commerce platform, and (ii) SaaS based innovative artificial intelligence driven measurement solutions.

This realignment reflects the way resources are allocated and performance is assessed by the Chief Operating Decision Maker.

The fashion and equipment 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 My Size Inc., My Size Israel, My Size LLC and Naiz.

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

and equipment e-commerce platform which represents Orgad’s activity that was acquired by the Company in 2022, mainly operates on

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

of the Company and certain of its subsidiaries, My Size Israel, My Size LLC and Naiz.

Company operating segments are the same as its reportable segments.

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

In assessing the Company's financial performance and making strategic decisions, the CODM regularly reviews segment 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 and equipment e-commerce platform operating segment, the CODM also reviews gross profit and

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 and equipment e-commerce

platform segment.

Information related to the operations of

the Company’s reportable operating segments is set forth below:

of Reportable Operating Segments

As of the nine months ended September 30, 2024

Fashion and equipment

As of the three months ended March 31, 2025

Revenues from external customers

Operating loss

Fashion and equipment e-commerce platform

Cost of revenues

Research and development expenses

Sales and marketing Salaries

Other Segment Items (*)

Reconciliation of Profit or Loss

Loss before income taxes

Significant non-cash items:

Share based payments

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

Saas Solution

As of September 30, 2024:

As of the nine months ended September 30, 2023

Revenues from external customers

Operating loss

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

7 – Operating Segments (Cont.)

As of the three months ended September 30, 2024

Revenues from external customers

Operating loss

As of the three months ended September 30, 2023

Revenues from external customers

Operating loss

As of the year ended December 31, 2023

As of March 31, 2025:

As of the three months ended March 31, 2024

Revenues from external customers

Operating loss

Fashion and equipment e-commerce platform

SaaS Solutions

Cost of revenues

Research and development expenses

Sales and marketing Salaries

Other Segment Items (*)

Reconciliation of Profit or Loss

Loss before income taxes

Significant non-cash items:

Share based payments

(*) Other segments

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

Saas Solution

As of December 31, 2024:

MY SIZE, INC.

AND ITS SUBSIDIARIES

to Condensed Consolidated Interim Financial Statements (Unaudited)

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

8 – Significant events during the reporting period

to note 16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on

April 1, 2024, the Company agreed to pay to the former owners of Orgad on the two-year and the three-year anniversary of the closing

of the transaction pursuant to which the Company acquired 100 %

of the shares and voting interests in Orgad, $ 350

in each of these years, provided that in the case of the second and third instalments certain revenue targets are met and subject

further to certain downward post-closing adjustment.

In February 2024, the amount of $ 700

was fully paid to the former owners of Orgad net of a settlement amount of $ 275 .

January 8, 2024, the Company provided a notice of six month termination to the lessor that the office lease agreement will end on

July 8, 2024 instead of August 20, 2025.

a result the Company reduced its “Right of use asset” against current liabilities as “Operating lease liability”

and in the non-current liabilities as “Operating lease liability – long term” on the Company’s September 30, 2024

consolidated balance sheets in an amount of $ 181 .

February 2024, the Company received a loan from a commercial lender in an amount of $ 500 .

The loan bears interest at a fix rate of

6 % of the principal and payable in installments during six month term.

The Company repaid the loan in full by August 2024.

April 19, 2024, the Company effected a one-for-eight reverse stock split of its common stock (the “Reverse Stock Split”)

with the Company’s shares beginning trading on a post-split basis on the Nasdaq Capital Market on April 23, 2024.

effectiveness of the Reverse Stock Split, every eight shares of the Company’s issued and outstanding common stock was

automatically converted into one share of common stock, without any change in the par value per share.

In addition, a proportionate

adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options

and warrants entitling the holders to purchase common stock.

Any fraction of a share of common stock that would otherwise have

resulted from the Reverse Stock Split was rounded up to the next whole number.

November 3, 2023, the Company was notified, by the Nasdaq Listing Qualifications that the Company is not in compliance with the minimum

bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) (the “Rule”) for continued listing on the Nasdaq.

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

To regain compliance, the bid price of the Company’s common stock must have had a closing bid price of at least $1.00 per share

for a minimum of 10 consecutive business days.

On May 7, 2024, the Company received a letter from Nasdaq that, for the 10 consecutive

business days from April 23, 2024 to May 6, 2024, the closing bid price of the Company’s common stock had been at $1.00 per

share or greater.

Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2) and Nasdaq considers the prior

bid price deficiency matter now closed .

May 16, 2024, the Company entered into an inducement offer letter agreement (the “Inducement Letter”) with a certain

holder (the “Holder”) of certain of the Company’s existing warrants to purchase up to (i) 326,514 shares of the

Company’s common stock issued on August 28, 2023 with a twenty-eight month term at an exercise price of $ 16.72 per share and

(ii) 344,475 shares of the Company’s common stock issued on August 28, 2023 with a five and one-half year term at an exercise

price of $ 16.72 per share, ((i) and (ii) collectively, the “Existing Warrants).

to the Inducement Letter, the Holder agreed to exercise for cash its Existing Warrants to purchase an aggregate of 670,989 shares

of the Company’s common stock at a reduced exercise price of $ 4.86 per share in consideration of the Company’s agreement

to issue new common stock purchase warrants (the “New Warrants”) to purchase up to an aggregate of 1,341,978 shares of

the Company’s common stock, at an exercise price of $ 4.61 per share.

The Company received aggregate gross proceeds of approximately

$ 3.26 million from the exercise of the Existing Warrants by the Holder, before deducting placement agent fees and other offering

expenses payable by the Company.

As of September 30, 2024, the Company issued to the Holder 452,989 of the shares exercised with the remaining

218,000 share held in abeyance.

Company engaged H.C.

Wainwright & Co., LLC (the “Placement Agent”) to act as its exclusive placement agent in connection

with the transactions contemplated by the Inducement Letter and paid the Placement Agent a cash fee equal to 7.0 % of the aggregate

gross proceeds received from the Holder’s exercise of the Existing Warrants, as well as a management fee equal to 1.0 % of the

gross proceeds from the exercise of the Existing Warrants.

Upon exercise for cash of any New Warrants, the Company has agreed in

certain circumstances to pay the Placement Agent a cash fee of 7.0 % of the aggregate gross exercise price paid in cash with respect

the exercise of the New Warrants, and a management fee of 1.0 % of the aggregate gross exercise price paid in cash with respect to

the New Warrants.

The Company also issued to the Placement Agent or its designees warrants (the “Placement Agent Warrants”)

to purchase up to 46,969 shares of common stock (representing 7.0 % of the Existing Warrants being exercised), which have the same

terms as the New Warrants except the Placement Agent Warrants have an exercise price equal to $ 6.075 per share ( 125 % of the reduced

exercise price of the Existing Warrants).

Similar to the New Warrants, the Placement Agent Warrants were immediately exercisable

from the date of issuance until the five and one-half year anniversary of such date.

In addition, the Company paid the Placement

Agent up to $ 85 for non-accountable expenses and other out-of-pocket expenses and $ 16 for clearing fees.

Notes to Condensed Consolidated Interim Financial

Statements (Unaudited)

dollars in thousands (except share data and

per share data)

Note 8 – Significant events

during the reporting period .

On January 21, 2025, the Company

entered into an At The Market Offering Agreement (the “Offering Agreement”), with H.C.

Wainwright & Co., LLC

(“Wainwright”), pursuant to which the Company may offer and sell, from time to time through Wainwright shares of the

Company’s common stock having an aggregate offering price of up to $ 4.1

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

The offering of shares pursuant

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

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

The Company agreed to pay to

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

As of March 31, 2025, the Company sold 60,589

shares pursuant to the Offering Agreement for aggregate gross proceeds of approximately $ 142 .

Note 9 – Events subsequent to the balance

In connection with the Offering Agreement described in note 8.

As of May 15, 2025, the Company sold 992,328

shares pursuant to the Offering Agreement for aggregate gross proceeds of approximately $ 1,995 .

On May 9, 2025, a newly-formed, wholly-owned subsidiary of the Company, New Percentil,

S.L., a limited liability company incorporated under the laws of Spain (“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 a total transaction

value of 610 euro (approximately $ 679 ), consisting of a 40 euro (approximately $ 45 ) cash payment and the assumption of certain customer

and labor liabilities and debt and social security payments in the aggregate amount of approximately 570 euro (approximately $ 634 ).

Acquisition was financed through existing cash reserves and does not involve the issuance of additional shares or debt.

The initial accounting for the business

combination is incomplete at the time the financial statements are issued as The acquisition was completed a few days before the filling.

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

What changed 10-Q

Item 1. Financial Statements