10-Q

U. S. Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File No. 001-37370 

MY SIZE, INC.

(Exact name of registrant as specified in its charter)

Delaware	51-0394637
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer I.D. No.)

HaYarden 4, POB 1026, Airport City, Israel, 7010000

(Address of principal executive offices)

+972-3-600-9030

Registrant’s telephone number, including area code:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	MYSZ	Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: as of May 1, 2023, 2,446,780 shares of common stock, par value $0.001 per share were issued and outstanding.

MY SIZE, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2023

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION		1
Item 1.	Condensed Consolidated Interim Financial Statements (Unaudited)	1
	Condensed Consolidated Interim Balance Sheets	3
	Condensed Consolidated Interim Statements of Comprehensive Loss	4
	Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity	5
	Condensed Consolidated Interim Statements of Cash Flows	6
	Notes to Condensed Consolidated Interim Financial Statements	7
Item 2.	Management’s Discussion & Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	18
Item 4.	Controls and Procedures	18
PART II - OTHER INFORMATION		19
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5	Other information	19
Item 6.	Exhibits	20

i

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

My Size Inc. and Subsidiaries

Condensed Consolidated

Interim

Financial Statements

As of March 31, 2023

(unaudited)

U.S. Dollars in Thousands

1

MY SIZE, INC. AND ITS SUBSIDIARIES

Condensed Consolidated Interim Financial Statements as of March 31, 2023 (Unaudited)

Contents

	Page
Condensed Consolidated Interim Balance Sheets (Unaudited)	3
Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited)	4
Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity (Unaudited)	5
Condensed Consolidated Interim Statements of Cash flows (Unaudited)	6
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)	7-17

2

MY SIZE, INC. AND ITS SUBSIDIARIES

Condensed Consolidated Interim Balance Sheets (Unaudited)

U.S. dollars in thousands (except share data and per share data)

	March 31,			December 31,
	2023			2022
		(Unaudited)			(Audited)
Assets
Current Assets:
Cash and cash equivalents		2,415			2,100
Restricted cash		261			263
Inventory		491			997
Account receivables		1,008			1,940
Other receivables and prepaid expenses		778			758
Total current assets		4,953			6,058
Long term deposits		28			28
Property and equipment, net		107			140
Operating right-of-use asset		557			583
Intangible assets		1,313			1,377
Goodwill		1,412			1,395
Investment in JV		65			99
Investment in marketable securities		33			47
Total non-current assets		3,515			3,669
Total assets		8,468			9,727
Liabilities and stockholders’ equity
Current liabilities:
Operating lease liability		155			159
Bank overdraft and short-term loans		158			155
Trade payables		1,766			2,487
Liabilities to Related parties		675			698
Other payables		97			680
Total current liabilities		2,851			4,179
Long-term loans		342			376
Deferred tax liabilities		313			328
Operating lease liability		300			308
Total non-current liabilities		955			1,012
Total liabilities		3,806			5,191
COMMITMENTS AND CONTINGENCIES
Stockholders’ equity:
Stock Capital -
Common stock of $0.001 par value - Authorized: 250,000,000 shares; Issued and outstanding: 2,446,780 and 1,464,117 as of March 31, 2023 and December 31, 2022, respectively		2			(*)1
Additional paid-in capital		61,467			58,673
Accumulated other comprehensive loss		(652	)		(637	)
Accumulated deficit		(56,155	)		(53,501	)
Total stockholders’ equity		4,662			4,536
Total liabilities and stockholders’ equity		8,468			9,727

(*) Adjusted to give retroactive effect of 1:25 reverse stock split, see Note 1 (b)

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

3

MY SIZE, INC. AND ITS SUBSIDIARIES

Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited)

U.S. dollars in thousands (except share data and per share data)

	Three-Months Ended March 31,
	2023			2022
	(Unaudited)			(Unaudited)
Revenues		720			104
Cost of revenues		(*)(1,147	)		(251	)
Gross profit		(427	)		38
Operating expenses
Research and development		(342	)		(412	)
Sales and marketing		(679	)		(959	)
General and administrative		(1,044	)		(887	)
Total operating expenses		(2,065	)		(2,258	)
Operating loss		(2,492	)		(2,105	)
Financial expenses, net		(146	)		(83	)
Equity income of equity method investees		(34	)
Loss before taxes		(2,672	)		(2,188	)
Taxes on income		18			-
Net loss		(2,654	)		(2,188	)
Other comprehensive income (loss):
Foreign currency translation differences		(15	)		58
Total comprehensive loss		(2,669	)		(2,130	)
Basic and diluted loss per share		(1.68	)		(2.25)(**	)
Basic and diluted weighted average number of shares outstanding		1,582,348			501,841(**	)

(*) During the three month ended March 31, 2023, the Company recorded an inventory write-down of $643 due to the fire that occurred in its warehouse (see Note 7(a))

(**) Adjusted to give retroactive effect of 1:25 reverse stock split, see Note 1(b)

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

4

MY SIZE, INC. AND ITS SUBSIDIARIES

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

U.S. dollars in thousands (except share data and per share data)

	Common stock				Additional paid-in		Accumulated other comprehensive			Accumulated			Total stockholders’
	Number		Amount		capital		loss			deficit			equity
Balance as of January 1, 2023		1,464,117		1		58,673		(637	)		(53,501	)		4,536
Stock-based compensation related to options granted to employees and consultants		-		-		101		-			-			101
Issuance of shares business combination						35								35
Issuance of shares, net of issuance cost of $341(**)		162,000		*		2,658		-			-			2,658
Exercise of warrants and prefunded warrants		820,663		1		-		-			-			1
Total comprehensive loss		-		-		-		(15	)		(2,654	)		(2,669	)
Balance as of March 31, 2023		2,446,780		2		61,467		(652	)		(56,155	)		4,662

(*)	Represents an amount less than $1
(**)	See Note 6(a).

	Common stock				Additional paid-in		Accumulated other comprehensive			Accumulated			Total stockholders’
	Number		Amount		capital		loss			deficit			equity
Balance as of January 1, 2022		959,300		1		56,453		(406	)		(45,191	)		10,857
Stock-based compensation related to options granted to employees and consultants		-		-		114		-			-			114
Issuance of shares in Business Combination		55,801		*		457		-			-			457
Total comprehensive loss		-		-		-		58			(2,130	)		(2,072	)
Balance as of March 31, 2022		1,015,101		1		57,024		(348	)		(47,321	)		9,356

(*) Represents an amount less than $1

	Common stock				Additional paid-in		Accumulated other comprehensive			Accumulated			Total stockholders’
	Number		Amount		capital		loss			deficit			equity
Balance as of December 31, 2021		959,300		1		56,453		(406	)		(45,191	)		10,857
Stock-based compensation related to options and restricted shares granted to employees and consultants		176,000		*		455		-			-			455
Issuance of shares in Business Combination (*) (**)		295,802		*		1,446		-			-			1,446
Issuance of shares post Business Combination (*) (**)		20,924		*		319		-			-			319
Effect of reverse stock split (Note 10 (b)		12,091
Total comprehensive loss		-		-		-		(231	)		(8,310	)		(8,541	)
Balance as of December 31, 2022		1,464,117		1		58,673		(637	)		(53,501	)		4,536

(*) Represents an amount less than $1

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

5

MY SIZE, INC. AND ITS SUBSIDIARIES

Condensed Consolidated Interim Statements of Cash Flows (Unaudited)

U.S. dollars in thousands

	Three-Months Ended March 31,
	2023			2022
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss		(2,654	)		(2,188	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		27			36
Change in operating lease right-of-use asset		31			11
Amortization of intangible assets		74			21
Change in warrants and derivatives					1
Change in liabilities to related parties		(23	)		72
Interest of long-term liabilities		6			45
Interest paid		(6	)		(4	)
Revaluation of investment in marketable securities		14			14
Change in Investment in JV		34			-
		-
Stock based compensation		136			114
Change in inventory		481			(223	)
Change in deferred tax liabilities		(18	)		(5	)
Change in account receivable		903			5
Changes in operating lease liabilities		(37	)		-
Change in other receivables and prepaid expenses		(30	)		(391	)
Change in trade payables		(1,403	)		(178	)
Change in account payables		152			91
Net cash used in operating activities		(2,313	)		(2,579	)
Cash flows from investing activities:
Acquisition of a subsidiary, net of cash acquired		-			(300	)
Purchase of property and equipment		-			(21	)
Net cash provided by (used in) investing activities		-			(321	)
Cash flows from financing activities:
Proceeds from issuance of shares, net of issuance costs		2,659			-
Loans received		-			18
Repayment of loans		(25	)		(11	)
Net cash provided by (used in) financing activities		2,634			7
Effect of exchange rate fluctuations on cash and cash equivalents		(8	)		62
Increase (decrease) in cash, cash equivalents and restricted cash (*)		313			(2,831	)
Cash, cash equivalents and restricted cash at the beginning of the period		2,363			10,943
Cash, cash equivalents and restricted cash at the end of the period		2,676			8,112
Non cash activities:
Shares issued in Acquisition of a subsidiary		-			457

(*) $6311 relates to change in cash and cash equivalents and, $2 to change in restricted cash.

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

6

MY SIZE, INC. AND ITS SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

U.S. dollars in thousands (except share data and per share data)

Note 1 - General

a.

My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel e-commerce market to the courier services market and to the Do It Yourself 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. Following the acquisition of Naizfit Bespoke Technologies, S.L (“Naizfit”) 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 five subsidiaries, My Size Israel 2014 Ltd (“My Size Israel”), Topspin Medical (Israel) Ltd., and Orgad all of which are incorporated in Israel, My Size LLC which was incorporated in the Russian Federation, and Naiz Bespoke Technologies, S.L., a limited liability company incorporated under the laws of Spain. References to the Company include the subsidiaries unless the context indicates otherwise.

b.

During the three-month period ended March 31, 2023, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $56,155. 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 March 31, 2023, management is of the opinion that its existing cash will be sufficient to fund operations for a period less 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 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. 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.

Note 2 - Significant Accounting Policies

a.	Unaudited condensed consolidated financial statements:
	The accompanying unaudited condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with 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. Certain information required by U.S. generally accepted accounting principles (“GAAP”) has been condensed or omitted in accordance with rules and regulations of the SEC. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2023.
	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, 2022.

b.	Significant Accounting Policies:
	The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements.

7

MY SIZE, INC. AND ITS SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

U.S. dollars in thousands (except share data and per share data)

Note 3 - Financial Instruments

The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, other receivables, trade payables and accounts payable approximate their fair value due to the short-term maturities of such instruments.

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

Due 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.

	March 31, 2023
	Fair value hierarchy
	Level 1		Level 2		Level 3
Financial assets
Investment in marketable securities (*)		-		33		-

8

MY SIZE, INC. AND ITS SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

U.S. dollars in thousands (except share data and per share data)

Note 3 - Financial Instruments (Cont.)

	December 31, 2022
	Fair value hierarchy
	Level 1		Level 2		Level 3
Financial assets
Investment in marketable securities (*)		-		47		-
financial assets (**)				10

(*) For the three-month periods ended March 31, 2023 and 2022, 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 ($14) and $(14), respectively.

(**) The financial asset includes in other receivables.

	December 31, 2022
	Fair value hierarchy
	Level 1		Level 2		Level 3
Financial liabilities
Derivatives		-		9		-

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:

	Three months ended March 31,
	2023		2022
Stock-based compensation expense – Cost of revenues		9		21
Stock-based compensation expense - Research and development		23		12
Stock-based compensation expense - Sales and marketing		40		39
Stock-based compensation expense - General and administrative		64		42
		136		114

9

MY SIZE, INC. AND ITS SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

U.S. dollars in thousands (except share data and per share data)

Note 4 - Stock Based Compensation (Cont.)

Stock Option Plan for Employees:

In 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 to officers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 289,000 options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.

On December 7, 2022, the Company’s stockholders approved an increase in the shares available for issuance under the 2017 Equity Incentive Plan from 230,800 shares to 289,000 shares.

On September 29, 2022, the Compensation Committee of the Company approved grants of restricted share awards under the Company’s 2017 Equity Incentive Plan to Ronen Luzon (CEO), Or Kles (CFO), Billy Pardo (COO), Ilia Turchinsky (CTO) and Ezequiel Javier Brandwain (CCO), pursuant to which were issued 100,000 restricted shares, 24,000 restricted shares, 24,000 restricted shares, 16,000 restricted shares and 12,000 restricted shares, respectively. Each restricted share awarded under section 102 Capital Gain Restricted Stock Award Agreement. The restricted shares vest in three equal installments on January 1, 2023, January 1, 2024 and January 1, 2025 for Ronen Luzon, Or Kles, Billy Pardo and Ilia Turchinsky and on January 27, 2023, January 27, 2024 and January 27, 2025 for Ezequiel Javier Brandwain, 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 five-year options to purchase up to 10,000 ordinary shares to other employees of the Company at an exercise price of $5.25 per share. The options vest in over three years in three equal portions from the vesting commencement date.

During the three-month period ended March 31, 2023, the Company did not grant any stock options under the 2017 Employee Plan, no options were exercised and options to purchase 26,600 shares of common stock expired.

The total stock option compensation expense during the three-month period ended March 31, 2023 and 2022 which was recorded was $101 and $234, respectively.

10

MY SIZE, INC. AND ITS SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

U.S. dollars in thousands (except share data and per share data)

Note 5 - Contingencies and Commitments

a. On 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 $616,000. 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 $11.4 million 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 $10,958,589. 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. The appeal must be fully perfected and filed by July 26, 2022. 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. Both sides were given an opportunity to file a reply brief. The Company filed our reply brief on January 4, 2023 and North Empire filed its reply brief on January 13, 2023. The Appellate Court has scheduled oral argument for the appeal for February 7, 2023. Oral argument was held before the Appellate Court on February 7, 2023. On or about February 28, 2023, the Appellate Court filed its Decision and Order, which affirmed the lower court’s decisions regarding both the Company and North Empire’s motions for summary judgment and sent the case back to the Supreme Court.   On or about March 13, 2023, the Supreme Court referred the case to its Alternative Dispute Program and ordered the cases to mediate. A date for the mediation has not yet been set. The Company intends to vigorously defend any claims made by North Empire.   The Company believes it is more likely than not that the counterclaims will be denied.

11

MY SIZE, INC. AND ITS SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

U.S. dollars in thousands (except share data and per share data)

Note 6 – Operating Segments

As a result of the business combination in the reporting period (see Note 6), the Company has three reportable segments: (i) fashion and equipment e-commerce platform, and (ii) SaaS based innovative artificial intelligence driven measurement solutions and (iii) Naiz SaaS based innovative artificial intelligence driven measurement solutions and. The fashion and equipment e-commerce platform which represent Orgad’s activity that was acquired by the Company, mainly operates on Amazon. The SaaS based innovative artificial intelligence driven measurement solutions, or SaaS Solutions operating segment consists of My Size Inc and My Size Israel and My Size LLC.

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

	Fashion and equipment e-commerce platform			SaaS Solutions			Naiz			Total
As of the three month ended March 31, 2023
Revenues from external customers		578			56			86			720
Operating (loss) income		(825	)		(1,527	)		(140	)		(2,492	)

	Fashion and equipment e-commerce platform		Saas Solution		Naiz
As of March 31, 2023:
Assets		2,181		5,543		2,722

	Fashion and equipment e-commerce platform			SaaS Solutions			Naiz			Total
As of the year ended December 31, 2022
Revenues from external customers		4,132			224			103			4,459
Operating (loss) income		(591	)		(7,181	)		(338	)		(8,110	)

	Fashion and equipment e-commerce platform		Saas Solution		Naiz
As of December 31, 2022:
Assets		2,022		5,966		1,691

Note 7 – Significant events during the reporting period

a.

On January 2, 2023, Orgad experienced a fire at its warehouse in Israel. The Company is not aware of any casualties or injuries associated with the fire. The Company shifted Orgad’s operation to its headquarters. The value of the inventory that was in the warehouse was approximately $640,000. The Company believes that this incident did not affect the future sales results of Orgad for the year of 2023. The inventory was not insured, the Company and lessor signed an agreement to settle the issue in which the Company paid to the lessor an amount of $50,000 to cover his loss.

b.

On January 10, 2023, the Company entered into a securities purchase agreement pursuant to which the Company sold an aggregate of 162,000 of the Company’s shares of common stock and pre-funded warrants to purchase up to 278,899 shares of common stock and, in a concurrent private placement, unregistered warrants to purchase up to 883,798 shares of common stock, consisting of Series A warrants to purchase up to 441,899 shares of common stock and Series B warrants to purchase up to 441,899 shares of common stock, at an offering price of $3.055 per share of common stock and associated Series A and Series B warrants and an offering price of $3.054 per pre-funded warrant and associated Series A and Series B warrants. In addition, the Company entered into a securities purchase agreement pursuant to which the Company agreed to sell and issue in a private placement an aggregate of up to 540,098 unregistered pre-funded warrants and unregistered warrants to purchase up to an aggregate of 1,080,196 shares of common stock, consisting of Series A warrants to purchase up to 540,098 shares of common stock and Series B warrants to purchase up to 540,098 shares of common stock at an offering price of $3.054 per pre-funded warrant and associated Series A and Series B warrants. As of March 31,2023, all the pre funded warrants were exercised by the investor.

Note 8 – Subsequent events

During May 2023, the Company initiated a transfer of the support, development and customer success operations to its recently acquired Spanish entity, Naiz Fit, that is intended to improve efficiency and lower costs between the Company’s operations in Israel and Naiz Fit. As part of this, the Company reduced headcount by 13 persons in Israel, including the termination of its Chief Commercial Officer, Ezequiel Javier Brandwain.

12

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis provides information that we believe to be relevant to an assessment and understanding of our results of operations and financial condition for the periods described. This discussion should be read together with our condensed consolidated interim financial statements and the notes to the financial statements, which are included in this Quarterly Report on Form 10-Q. This information should also be read in conjunction with the information contained in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on April 14, 2023, or the Annual Report, including the consolidated annual financial statements as of December 31, 2022 and their accompanying notes included therein.

This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumed future results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future management and organizational structure are all forward-looking statements. Forward-looking statements are not guarantees of performance. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement.

Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this Quarterly Report on Form 10-Q. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include but are not limited to:

● our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;

● risks related to our ability to continue as a going concern;

● the new and unproven nature of the measurement technology markets;

● our ability to achieve customer adoption of our products;

● our ability to realize the benefits of our acquisitions of Orgad and Naiz;

● our dependence on assets we purchased from a related party;

● our ability to enhance our brand and increase market awareness;

● our ability to introduce new products and continually enhance our product offerings;

● the success of our strategic relationships with third parties;

● information technology system failures or breaches of our network security;

● competition from competitors;

● our reliance on key members of our management team;

● current or future litigation;

● current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk; and

● the impact of the political and security situation in Israel on our business.

The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking statements. You should read this Quarterly Report on Form 10-Q and the documents that we reference herein and have filed as exhibits to the Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this Quarterly Report on Form 10-Q is accurate as of the date hereof. Because the risk factors referred to on page 18 of our Annual Report, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this Quarterly Report on Form 10-Q, and particularly our forward-looking statements, by these cautionary statements.

Unless the context otherwise requires, all references to “we,” “us,” “our” or “the Company” in this Quarterly Report on Form 10-Q are to MySize, Inc., a Delaware corporation, and its subsidiaries, including MySize Israel 2014 Ltd. My Size LLC, Orgad International Marketing Ltd., or Orgad, and Naiz Bespoke Technologies, S.L, or Naiz, taken as a whole.

References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwise indicated, U.S. dollar translations of NIS amounts presented in this Quarterly Report on Form 10-Q for three months ended on March 31, 2023 are translated using the rate of NIS 3.615 to $1.00.

All information in this Quarterly Report on Form 10-Q relating to shares or price per share reflects the 1-for-25 reverse stock split effected by us on December 8, 2022.

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Overview

We are an omnichannel e-commerce platform and provider of AI-driven apparel sizing and digital experience solutions that drive revenue growth and reduce costs for our business clients for online shopping and physical stores.

Our flagship innovative tech products, MySizeID, enables shoppers to generate highly accurate measurements of their body to find the accurate fitting apparel by using our application on their mobile phone or through MySizeID Widget: a simple questionnaire which uses a database collected over the years.

MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a white labeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit.

We are positioning ourselves as a consolidator of sizing solutions and new digital experience due to new developments for the fashion industry needs. Our other product offerings include First Look Smart Mirror for physical stores and Smart Catalog to empower brand design teams, which are designed to increase end consumer satisfaction, contributing to a sustainable world and reduce operation costs.

Recent Developments

Warehouse Fire

On January 2, 2023, Orgad experienced a fire at its warehouse in Israel. We are not aware of any casualties or injuries associated with the fire. We shifted Orgad’s operation to its headquarters. The value of the inventory that was in the warehouse was approximately $640,000. We believe that this incident did not affect the future sales results of Orgad for the year of 2023. The inventory was not insured and we and the lessor signed an agreement to settle the issue in which we paid to the lessor an amount of $50,000 to cover his loss.

January 2023 Financing

On January 10, 2023, we entered into a securities purchase agreement, or the RD Purchase Agreement, pursuant to which we agreed to sell and issue in the RD Offering an aggregate of 162,000 of our shares of common stock, or the RD Shares, and pre-funded warrants, or the Pre-funded Warrants, to purchase up to 279,899 shares of common stock and, in a concurrent private placement, unregistered warrants to purchase up to 883,798 shares of common stock, or the RD Warrants, consisting of Series A warrants, or Series A Warrants, to purchase up to 441,899 shares of common stock and Series B warrants, or Series B Warrants, to purchase up to 441,899 shares of common stock, at an offering price of $3.055 per RD Share and associated Series A and Series B Warrants and an offering price of $3.054 per Pre-funded Warrant and associated Series A and Series B Warrants.

In addition, we entered into a securities purchase agreement, or the PIPE Purchase Agreement, and together with the RD Purchase Agreement, the Purchase Agreements, pursuant to which we agreed to sell and issue in the PIPE Offering an aggregate of up to 540,098 unregistered Pre-funded Warrants and unregistered warrants to purchase up to an aggregate of 1,080,196 shares of common stock, or the PIPE Warrants and together with the RD Warrants, the Warrants, consisting of Series A Warrants to purchase up to 540,098 shares of common stock and Series B Warrants to purchase up to 540,098 shares of common stock at an offering price of $3.054 per Pre-funded Warrant and associated Series A and Series B Warrants.

The Pre-funded Warrants are immediately exercisable at an exercise price of $0.001 per share and will not expire until exercised in full. The Warrants are immediately exercisable upon issuance at an exercise price of $2.805 per share, subject to adjustment as set forth therein. The Series A Warrants have a term of five and one-half years from the date of issuance and the Series B Warrants have a term of 28 months from the date of issuance. The Warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares underlying the warrants.

In connection with the PIPE Purchase Agreement, we entered into a registration rights agreement, or the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, we are required to file a resale registration statement, or the Registration Statement, with the Securities and Exchange Commission, or the SEC, to register for resale the shares issuable upon exercise of the unregistered Pre-funded Warrants and the Series A and Series B Warrants, within 20 days of the signing date of the PIPE Purchase Agreement, or the Signing Date, and to have such Registration Statement declared effective within 60 days after the Signing Date in the event the Registration Statement is not reviewed by the SEC, or 90 days of the Signing Date in the event the Registration Statement is reviewed by the SEC. we will be obligated to pay certain liquidated damages if we fail to maintain the effectiveness of the Registration Statement.

The Purchase Agreements and the Registration Rights Agreements also contain representations, warranties, indemnification and other provisions customary for transactions of this nature. In addition, subject to limited exceptions, the Purchase Agreements provide that for a period of one year following the closing of the Offerings, we will not effect or enter into an agreement to effect a “variable rate transaction” as defined in the Purchase Agreements.

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Aggregate gross proceeds to the Company in respect of the Offerings was approximately $3.0 million, before deducting fees payable to the placement agent and other offering expenses payable by the Company.

We also entered into a letter agreement, or the Engagement Agreement, with H.C. Wainwright & Co., LLC, or Wainwright, pursuant to which Wainwright agreed to serve as the exclusive placement agent for the Company in connection with the Offerings. We paid Wainwright a cash placement fee equal to 7% of the aggregate gross proceeds raised in the Offerings, a management fee of 1% of the aggregate gross proceeds raised in the Offerings, a non-accountable expense allowance of $85,000 and clearing fees of $15,950. Wainwright also received placement agent warrants, or the Placement Agent Warrants, with substantially the same terms as the Series A Warrants issued in the Offering in an amount equal to 7% of the aggregate number of Shares and Pre-funded Warrants sold in the Offerings, or 68,740 shares, at an exercise price of $3.8188 per share and a term expiring on January 10, 2028.

Reduction in Workforce to Increase Operational Efficiency

During May 2023, we initiated a transfer of the support, development and customer success operations to our recently acquired Spanish entity, Naiz Fit, that is intended to improve efficiency and lower costs between our operations in Israel and Naiz Fit. As part of this, we reduced headcount by 13 persons in Israel, including the termination of our Chief Commercial Officer, Ezequiel Javier Brandwain.

Operations in Russia

In addition to our Israel operations, we have operations in Russia through our wholly owned subsidiary, My Size LLC. Specifically, we undertake some of our sales and marketing using personnel located in Russia. To date, mainly due to the invasion of Ukraine by Russia and the ongoing sanctions, we scaled back and we expect to close down our subsidiary operations in the near future.

Results of Operations

The table below provides our results of operations for the periods indicated.

	Three months ended March 31
	2023			2022
	(dollars in thousands)
Revenues	$	720		$	404
Cost of revenues		(1,147	)		(251	)
Gross profit		(427	)		153
Research and development expenses		(342	)		(412	)
Sales and marketing		(679	)		(959	)
General and administrative		(1,044	)		(887	)
Operating loss		(2,492	)		(2,105	)
Financial expenses, net		(146	)		(83	)
Equity accounted losses		(34	)		-
Tax income		18			-
Net loss	$	(2,654	)	$	(2,188	)

Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022

Revenues

From inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses to perform further research and development activities. We started to generate revenues only in 2019. Our revenues for the three months ended March 31, 2023 amounted to $720,000 compared to $404,000 for the three months ended March 31, 2022. The increase from the corresponding period primarily attributable to Orgad that was consolidated for 3 months as opposed to 2 months in the corresponding period and revenue generated from the Naiz. In addition, the increase from the corresponding period results from an increase in revenues generated by My Size.

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Cost Of Revenues

Our cost of revenues expenses for the three months ended March 31, 2023 amounted to $1,147 compared to $251,000 for the three months ended March 31, 2022. The increase in comparison with the corresponding period was mainly due to an inventory mark-down of $643,000 due to the fire that occurred in its warehouse during January 2023.

Research and Development Expenses

Our research and development expenses for the three months ended March 31, 2023 amounted to $342,000 compared to $412,000 for the three months ended March 31, 2022. The decrease from the corresponding period primarily resulted decrease in subcontractor expenses.

Sales and Marketing Expenses

Our sales and marketing expenses for the three months ended March 31, 2023 amounted to $679,000 compared to $959,000 for the three months ended March 31, 2022. The decrease primarily resulted from a decrease in consultants expenses, Travel and marketing expenses offset by an increase in Amazon fees.

General and Administrative Expenses

Our general and administrative expenses for the three months ended March 31, 2023 amounted to $1,044,000 compared to $887,000 for the three months ended March 31, 2022. The increase compared to the corresponding period was mainly due to an increase in employee salaries mainly due to the Orgad and Naiz acquisitions and an increase in professional expenses.

Operating Loss

As a result of the foregoing, for the three months ended March 31, 2023, our operating loss was $2,492,000 an increase of $387,000 or 18.3%, compared to our operating loss for the three months ended March 31, 2022 of $2,105,000.

Financial Income (Expenses), Net

Our financial expense, net for the three months ended March 31, 2023 amounted to $146,000 compared to financial expense of $83,000 for the three months ended March 31, 2022 The increase compared to the corresponding period was mainly due to an increase in financial expenses exchange rate differences.

Net Loss

As a result of the foregoing, our net loss for the three months ended March 31, 2023 was $2,654,000, compared to net loss of $2,188,000 for the three months ended March 31, 2022. The increase in net loss was mainly due an increase in cost of sales and an inventory mark-down of $643,000 due to the fire that occurred in its warehouse during January 2023 and the reasons mentioned above.

Liquidity and Capital Resources

Since our inception, we have funded our operations primarily through public and private offerings of debt and equity in the State of Israel and in the U.S.

As of March 31, 2023, we had cash, cash equivalents, and restricted cash of $2,676,000 compared to $2,363,000 of cash, cash equivalents and restricted cash as of December 31, 2022. This increase primarily resulted from a public and private offerings that we completed in January 2023 offset by our operating activities, the acquisition of Orgad and Naiz Fit, and resources that were deployed to grow of both businesses.

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Cash used in operating activities amounted to $2,313,000 for the three months ended March 31, 2023, compared to $2,579,000 for the three months ended March 31, 2022. The decrease in cash used in operating activity is derived mainly from a decrease in trade payables and inventory offset by an increase in the net loss.

We did not have net cash used in investing activities for the three months ended March 31, 2023, compared to cash used in investing activities of $321,000 for the three months ended March 31, 2022.

Net cash provided by financing activities was $2,676,000 for the three months ended March 31, 2023, compared to $7,000 for the three months ended March 31, 2022. The cash flow from financing activities for the three months ended March 31, 2023 resulted from the public and private offering that occurred in January 2023.

We expect that we 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 March 31, 2023, , we believe our 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 our ability to continue as a going concern. We will need to raise additional capital, which may not be available on reasonable terms or at all. Additional capital would be used to accomplish the following:

● finance our current operating expenses;

● pursue growth opportunities;

● hire and retain qualified management and key employees;

● respond to competitive pressures;

● comply with regulatory requirements; and

● maintain compliance with applicable laws.

Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the Russian invasion of Ukraine, and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our business, results of operations and financial condition.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result in substantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders of any of our securities then-outstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for our common stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capital-raising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be available on terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities and growth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect on our business, results of operations and financial condition.

17

We have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.

Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies were revenue from contracts with customers which are more fully described in the notes to our financial statements included herein. We believe these accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

Not required for a smaller reporting company.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations thereunder, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Exchange Act, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2023. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of March 31, 2023 were effective.

Our Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

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Changes in Internal Controls

During the most recent fiscal quarter, no change has occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II – Other Information

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

North Empire LLC

On August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of New York for breach of a Securities Purchase Agreement or Agreement in which we are seeking damages in an amount to be determined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against us, also in the same Court, in which they allege damages in an amount of $11.4 million 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 us against them, alleging that we failed to deliver stock certificates to North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a third-party complaint against our CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November 15, 2018, our 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 My Size 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. 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. Both sides were given an opportunity to file a reply brief. We filed our reply brief on January 4, 2023 and North Empire filed its reply brief on January 13, 2023. Oral argument was held before the Appellate Court on February 7, 2023. On or about February 28, 2023, the Appellate Court filed its Decision and Order, which affirmed the lower court’s decisions regarding both My Size and North Empire’s motions for summary judgment and sent the case back to the Supreme Court. On or about March 13, 2023, the Supreme Court referred the case to its Alternative Dispute Program and ordered the cases to mediate. A date for the mediation has not yet been set. We intend to vigorously defend any claims made by North Empire. We believe it is more likely than not that the counterclaims will be denied.

Item 1A. Risk Factors.

Not required for a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit Number	Description of Exhibits
31.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Schema
101.CAL*	Inline XBRL Taxonomy Calculation Linkbase
101.DEF*	Inline XBRL Taxonomy Definition Linkbase
101.LAB*	Inline XBRL Taxonomy Label Linkbase
101.PRE*	Inline XBRL Taxonomy Presentation Linkbase
104*	Cover Page Interactive Data File (formatted as Inline XBRL document and contained in Exhibit 101)

* Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	My Size, Inc.
Date: May 15, 2023	By:	/s/ Ronen Luzon
		Ronen Luzon
		Chief Executive Officer (Principal Executive Officer)
Date: May 15, 2023	By:	/s/ Or Kles
		Or Kles
		Chief Financial Officer (Principal Financial and Accounting Officer)

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EX-31.1

Exhibit 31.1

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and Rule 15d-14 under the

Securities Exchange Act of 1934

I, Ronen Luzon certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of My Size, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2023	By:	/s/ Ronen Luzon
		Ronen Luzon
		Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and Rule 15d-14 under the

Securities Exchange Act of 1934

I, Or Kles, certify that:

1	I have reviewed this Quarterly Report on Form 10-Q of My Size, Inc.;
2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2023	By:	/s/ Or Kles
		Or Kles
		Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of My Size, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ronen Luzon, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Company’s Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: May 15, 2023	By:	/s/ Ronen Luzon
		Ronen Luzon
		Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of My Size, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Or Kles, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Company’s Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: May 15, 2023	By:	/s/ Or Kles
		Or Kles
		Chief Financial Officer (Principal Financial and Accounting Officer)

XML

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 01, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-37370
Entity Registrant Name	MY SIZE, INC.
Entity Central Index Key	0001211805
Entity Tax Identification Number	51-0394637
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	HaYarden 4
Entity Address, Address Line Two	POB 1026
Entity Address, City or Town	Airport City
Entity Address, Country	IL
Entity Address, Postal Zip Code	7010000
City Area Code	972
Local Phone Number	3-600-9030
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	MYSZ
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,446,780

XML

Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 2,415	$ 2,100
Restricted cash	261	263
Inventory	491	997
Account receivables	1,008	1,940
Other receivables and prepaid expenses	778	758
Total current assets	4,953	6,058
Long term deposits	28	28
Property and equipment, net	107	140
Operating right-of-use asset	557	583
Intangible assets	1,313	1,377
Goodwill	1,412	1,395
Investment in JV	65	99
Investment in marketable securities	33	47
Total non-current assets	3,515	3,669
Total assets	8,468	9,727
Current liabilities:
Operating lease liability	155	159
Bank overdraft and short-term loans	158	155
Trade payables	1,766	2,487
Liabilities to Related parties	675	698
Other payables	97	680
Total current liabilities	2,851	4,179
Long-term loans	342	376
Deferred tax liabilities	313	328
Operating lease liability	300	308
Total non-current liabilities	955	1,012
Total liabilities	3,806	5,191
COMMITMENTS AND CONTINGENCIES
Stockholders’ equity:
Common stock of $0.001 par value - Authorized: 250,000,000 shares; Issued and outstanding: 2,446,780 and 1,464,117 as of March 31, 2023 and December 31, 2022, respectively	2
Additional paid-in capital	61,467	58,673
Accumulated other comprehensive loss	(652)	(637)
Accumulated deficit	(56,155)	(53,501)
Total stockholders’ equity	4,662	4,536
Total liabilities and stockholders’ equity	$ 8,468	$ 9,727

XML

Condensed Consolidated Interim Balance Sheets (Unaudited) (Parenthetical) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	2,446,780	1,464,117
Common stock, shares outstanding	2,446,780	1,464,117
Stockholders' Equity, Reverse Stock Split	1:25 reverse stock split	1:25 reverse stock split

XML

Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Revenues	$ 720
Cost of revenues	(1,147)
Gross profit	(427)	$ 38
Operating expenses
Research and development	(342)	(412)
Sales and marketing	(679)	(959)
General and administrative	(1,044)	(887)
Total operating expenses	(2,065)	(2,258)
Operating loss	(2,492)	(2,105)
Financial expenses, net	(146)	(83)
Equity income of equity method investees	(34)
Loss before taxes	(2,672)	(2,188)
Taxes on income	18
Net loss	(2,654)	(2,188)
Other comprehensive income (loss):
Foreign currency translation differences	(15)	58
Total comprehensive loss	$ (2,669)	$ (2,130)
Basic and diluted loss per share	$ (1.68)	$ (2.25)	[1]
Basic and diluted weighted average number of shares outstanding	1,582,348	501,841

[1] Adjusted to give retroactive effect of 1:25 reverse stock split, see Note 1(b)

XML

Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Income Statement [Abstract]
Inventory mark-down	$ 643
Reverse stock split	1:25 reverse stock split

XML

Condensed Consolidated Interim Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands		Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021		$ 1	$ 56,453	$ (406)	$ (45,191)	$ 10,857
Balance, shares at Dec. 31, 2021		959,300
Stock-based compensation related to options and restricted shares granted to employees and consultants			114			114
Issuance of shares in Business Combination			457			457
Total comprehensive loss				58	(2,130)	(2,072)
Issuance of shares in Business Combination, shares		55,801
Balance at Mar. 31, 2022		$ 1	57,024	(348)	(47,321)	9,356
Balance, shares at Mar. 31, 2022		1,015,101
Balance at Dec. 31, 2021		$ 1	56,453	(406)	(45,191)	10,857
Balance, shares at Dec. 31, 2021		959,300
Stock-based compensation related to options and restricted shares granted to employees and consultants			455			455
Issuance of shares in Business Combination			1,446			1,446
Total comprehensive loss				(231)	(8,310)	(8,541)
Issuance of shares in Business Combination, shares		295,802
Stock-based compensation related to options and restricted shares granted to employees and consultants, shares		176,000
Issuance of shares post Business Combination			319			319
Issuance of shares post Business Combination, shares	[1]	20,924
Effect of reverse stock split (Note 10 (b), shares		12,091
Balance at Dec. 31, 2022		$ 1	58,673	(637)	(53,501)	4,536
Balance, shares at Dec. 31, 2022		1,464,117
Stock-based compensation related to options and restricted shares granted to employees and consultants			101			101
Issuance of shares in Business Combination			35			35
Issuance of shares, net of issuance cost of $341	[2]		2,658			2,658
Issuance of shares, net of issuance cost of $341, shares		162,000
Exercise of warrants and prefunded warrants		$ 1				1
Exercise of warrants and pre funded warrants, shares		820,663
Total comprehensive loss				(15)	(2,654)	(2,669)
Balance at Mar. 31, 2023		$ 2	$ 61,467	$ (652)	$ (56,155)	$ 4,662
Balance, shares at Mar. 31, 2023		2,446,780

[1] Represents an amount less than $1

[2] See Note 6(a).

XML

Condensed Consolidated Interim Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Statement of Stockholders' Equity [Abstract]
Net issuance cost	$ 341

XML

Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss		$ (2,654)	$ (2,188)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		27	36
Change in operating lease right-of-use asset		31	11
Amortization of intangible assets		74	21
Change in warrants and derivatives			1
Change in liabilities to related parties		(23)	72
Interest of long-term liabilities		6	45
Interest paid		(6)	(4)
Revaluation of investment in marketable securities		14	14
Change in Investment in JV		34
Stock based compensation		136	114
Change in inventory		481	(223)
Change in deferred tax liabilities		(18)	(5)
Change in account receivable		903	5
Changes in operating lease liabilities		(37)
Change in other receivables and prepaid expenses		(30)	(391)
Change in trade payables		(1,403)	(178)
Change in account payables		152	91
Net cash used in operating activities		(2,313)	(2,579)
Cash flows from investing activities:
Acquisition of a subsidiary, net of cash acquired			(300)
Purchase of property and equipment			(21)
Net cash provided by (used in) investing activities			(321)
Cash flows from financing activities:
Proceeds from issuance of shares, net of issuance costs		2,659
Loans received			18
Repayment of loans		(25)	(11)
Net cash provided by (used in) financing activities		2,634	7
Effect of exchange rate fluctuations on cash and cash equivalents		(8)	62
Increase (decrease) in cash, cash equivalents and restricted cash	[1]	313	(2,831)
Cash, cash equivalents and restricted cash at the beginning of the period		2,363	10,943
Cash, cash equivalents and restricted cash at the end of the period		2,676	8,112
Non cash activities:
Shares issued in Acquisition of a subsidiary			$ 457

[1] $6311 relates to change in cash and cash equivalents and, $2 to change in restricted cash.

XML

Condensed Consolidated Interim Statements of Cash Flows (Unaudited) (Parenthetical) $ in Thousands	Mar. 31, 2023 USD ($)
Statement of Cash Flows [Abstract]
Cash and cash equivalents	$ 6,311
Restricted cash	$ 2

XML

General

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

Note 1 - General

a.

My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel e-commerce market to the courier services market and to the Do It Yourself 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. Following the acquisition of Naizfit Bespoke Technologies, S.L (“Naizfit”) 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 five subsidiaries, My Size Israel 2014 Ltd (“My Size Israel”), Topspin Medical (Israel) Ltd., and Orgad all of which are incorporated in Israel, My Size LLC which was incorporated in the Russian Federation, and Naiz Bespoke Technologies, S.L., a limited liability company incorporated under the laws of Spain. References to the Company include the subsidiaries unless the context indicates otherwise.

b.

During the three-month period ended March 31, 2023, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $56,155. 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 March 31, 2023, management is of the opinion that its existing cash will be sufficient to fund operations for a period less 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 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. 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.

XML

Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Significant Accounting Policies

Note 2 - Significant Accounting Policies

a.	Unaudited condensed consolidated financial statements:
	The accompanying unaudited condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with 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. Certain information required by U.S. generally accepted accounting principles (“GAAP”) has been condensed or omitted in accordance with rules and regulations of the SEC. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2023.
	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, 2022.

b.	Significant Accounting Policies:
	The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements.

MY SIZE, INC. AND ITS SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

U.S. dollars in thousands (except share data and per share data)

XML

Financial Instruments

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Financial Instruments

Note 3 - Financial Instruments

The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, other receivables, trade payables and accounts payable approximate their fair value due to the short-term maturities of such instruments.

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

Due 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.

	March 31, 2023
	Fair value hierarchy
	Level 1		Level 2		Level 3
Financial assets
Investment in marketable securities (*)		-		33		-

MY SIZE, INC. AND ITS SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

U.S. dollars in thousands (except share data and per share data)

Note 3 - Financial Instruments (Cont.)

	December 31, 2022
	Fair value hierarchy
	Level 1		Level 2		Level 3
Financial assets
Investment in marketable securities (*)		-		47		-
financial assets (**)				10

(*) For the three-month periods ended March 31, 2023 and 2022, 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 ($14) and $(14), respectively.

(**) The financial asset includes in other receivables.

	December 31, 2022
	Fair value hierarchy
	Level 1		Level 2		Level 3
Financial liabilities
Derivatives		-		9		-

XML

Stock Based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock Based Compensation

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:

	Three months ended March 31,
	2023		2022
Stock-based compensation expense – Cost of revenues		9		21
Stock-based compensation expense - Research and development		23		12
Stock-based compensation expense - Sales and marketing		40		39
Stock-based compensation expense - General and administrative		64		42
		136		114

MY SIZE, INC. AND ITS SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

U.S. dollars in thousands (except share data and per share data)

Note 4 - Stock Based Compensation (Cont.)

Stock Option Plan for Employees:

In 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 to officers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 289,000 options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.

On December 7, 2022, the Company’s stockholders approved an increase in the shares available for issuance under the 2017 Equity Incentive Plan from 230,800 shares to 289,000 shares.

On September 29, 2022, the Compensation Committee of the Company approved grants of restricted share awards under the Company’s 2017 Equity Incentive Plan to Ronen Luzon (CEO), Or Kles (CFO), Billy Pardo (COO), Ilia Turchinsky (CTO) and Ezequiel Javier Brandwain (CCO), pursuant to which were issued 100,000 restricted shares, 24,000 restricted shares, 24,000 restricted shares, 16,000 restricted shares and 12,000 restricted shares, respectively. Each restricted share awarded under section 102 Capital Gain Restricted Stock Award Agreement. The restricted shares vest in three equal installments on January 1, 2023, January 1, 2024 and January 1, 2025 for Ronen Luzon, Or Kles, Billy Pardo and Ilia Turchinsky and on January 27, 2023, January 27, 2024 and January 27, 2025 for Ezequiel Javier Brandwain, 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 five-year options to purchase up to 10,000 ordinary shares to other employees of the Company at an exercise price of $5.25 per share. The options vest in over three years in three equal portions from the vesting commencement date.

During the three-month period ended March 31, 2023, the Company did not grant any stock options under the 2017 Employee Plan, no options were exercised and options to purchase 26,600 shares of common stock expired.

The total stock option compensation expense during the three-month period ended March 31, 2023 and 2022 which was recorded was $101 and $234, respectively.

MY SIZE, INC. AND ITS SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

U.S. dollars in thousands (except share data and per share data)

XML

Contingencies and Commitments

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Contingencies and Commitments

Note 5 - Contingencies and Commitments

a. On 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 $616,000. 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 $11.4 million 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 $10,958,589. 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. The appeal must be fully perfected and filed by July 26, 2022. 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. Both sides were given an opportunity to file a reply brief. The Company filed our reply brief on January 4, 2023 and North Empire filed its reply brief on January 13, 2023. The Appellate Court has scheduled oral argument for the appeal for February 7, 2023. Oral argument was held before the Appellate Court on February 7, 2023. On or about February 28, 2023, the Appellate Court filed its Decision and Order, which affirmed the lower court’s decisions regarding both the Company and North Empire’s motions for summary judgment and sent the case back to the Supreme Court.   On or about March 13, 2023, the Supreme Court referred the case to its Alternative Dispute Program and ordered the cases to mediate. A date for the mediation has not yet been set. The Company intends to vigorously defend any claims made by North Empire.   The Company believes it is more likely than not that the counterclaims will be denied.

MY SIZE, INC. AND ITS SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

U.S. dollars in thousands (except share data and per share data)

XML

Operating Segments

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Operating Segments

Note 6 – Operating Segments

As a result of the business combination in the reporting period (see Note 6), the Company has three reportable segments: (i) fashion and equipment e-commerce platform, and (ii) SaaS based innovative artificial intelligence driven measurement solutions and (iii) Naiz SaaS based innovative artificial intelligence driven measurement solutions and. The fashion and equipment e-commerce platform which represent Orgad’s activity that was acquired by the Company, mainly operates on Amazon. The SaaS based innovative artificial intelligence driven measurement solutions, or SaaS Solutions operating segment consists of My Size Inc and My Size Israel and My Size LLC.

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

	Fashion and equipment e-commerce platform			SaaS Solutions			Naiz			Total
As of the three month ended March 31, 2023
Revenues from external customers		578			56			86			720
Operating (loss) income		(825	)		(1,527	)		(140	)		(2,492	)

	Fashion and equipment e-commerce platform		Saas Solution		Naiz
As of March 31, 2023:
Assets		2,181		5,543		2,722

	Fashion and equipment e-commerce platform			SaaS Solutions			Naiz			Total
As of the year ended December 31, 2022
Revenues from external customers		4,132			224			103			4,459
Operating (loss) income		(591	)		(7,181	)		(338	)		(8,110	)

	Fashion and equipment e-commerce platform		Saas Solution		Naiz
As of December 31, 2022:
Assets		2,022		5,966		1,691

XML

Significant events during the reporting period

3 Months Ended

Mar. 31, 2023

Significant Events During Reporting Period

Significant events during the reporting period

Note 7 – Significant events during the reporting period

a.

On January 2, 2023, Orgad experienced a fire at its warehouse in Israel. The Company is not aware of any casualties or injuries associated with the fire. The Company shifted Orgad’s operation to its headquarters. The value of the inventory that was in the warehouse was approximately $640,000. The Company believes that this incident did not affect the future sales results of Orgad for the year of 2023. The inventory was not insured, the Company and lessor signed an agreement to settle the issue in which the Company paid to the lessor an amount of $50,000 to cover his loss.

b.

On January 10, 2023, the Company entered into a securities purchase agreement pursuant to which the Company sold an aggregate of 162,000 of the Company’s shares of common stock and pre-funded warrants to purchase up to 278,899 shares of common stock and, in a concurrent private placement, unregistered warrants to purchase up to 883,798 shares of common stock, consisting of Series A warrants to purchase up to 441,899 shares of common stock and Series B warrants to purchase up to 441,899 shares of common stock, at an offering price of $3.055 per share of common stock and associated Series A and Series B warrants and an offering price of $3.054 per pre-funded warrant and associated Series A and Series B warrants. In addition, the Company entered into a securities purchase agreement pursuant to which the Company agreed to sell and issue in a private placement an aggregate of up to 540,098 unregistered pre-funded warrants and unregistered warrants to purchase up to an aggregate of 1,080,196 shares of common stock, consisting of Series A warrants to purchase up to 540,098 shares of common stock and Series B warrants to purchase up to 540,098 shares of common stock at an offering price of $3.054 per pre-funded warrant and associated Series A and Series B warrants. As of March 31,2023, all the pre funded warrants were exercised by the investor.

XML

Subsequent events

3 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

Subsequent events

Note 8 – Subsequent events

During May 2023, the Company initiated a transfer of the support, development and customer success operations to its recently acquired Spanish entity, Naiz Fit, that is intended to improve efficiency and lower costs between the Company’s operations in Israel and Naiz Fit. As part of this, the Company reduced headcount by 13 persons in Israel, including the termination of its Chief Commercial Officer, Ezequiel Javier Brandwain.

XML

Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

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

	March 31, 2023
	Fair value hierarchy
	Level 1		Level 2		Level 3
Financial assets
Investment in marketable securities (*)		-		33		-

MY SIZE, INC. AND ITS SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

U.S. dollars in thousands (except share data and per share data)

Note 3 - Financial Instruments (Cont.)

	December 31, 2022
	Fair value hierarchy
	Level 1		Level 2		Level 3
Financial assets
Investment in marketable securities (*)		-		47		-
financial assets (**)				10

(*) For the three-month periods ended March 31, 2023 and 2022, 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 ($14) and $(14), respectively.

(**) The financial asset includes in other receivables.

	December 31, 2022
	Fair value hierarchy
	Level 1		Level 2		Level 3
Financial liabilities
Derivatives		-		9		-

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Stock Based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Based Compensation Expenses

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:

	Three months ended March 31,
	2023		2022
Stock-based compensation expense – Cost of revenues		9		21
Stock-based compensation expense - Research and development		23		12
Stock-based compensation expense - Sales and marketing		40		39
Stock-based compensation expense - General and administrative		64		42
		136		114

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Operating Segments (Tables)

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Schedule of Reportable Operating Segments

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

	Fashion and equipment e-commerce platform			SaaS Solutions			Naiz			Total
As of the three month ended March 31, 2023
Revenues from external customers		578			56			86			720
Operating (loss) income		(825	)		(1,527	)		(140	)		(2,492	)

	Fashion and equipment e-commerce platform		Saas Solution		Naiz
As of March 31, 2023:
Assets		2,181		5,543		2,722

	Fashion and equipment e-commerce platform			SaaS Solutions			Naiz			Total
As of the year ended December 31, 2022
Revenues from external customers		4,132			224			103			4,459
Operating (loss) income		(591	)		(7,181	)		(338	)		(8,110	)

	Fashion and equipment e-commerce platform		Saas Solution		Naiz
As of December 31, 2022:
Assets		2,022		5,966		1,691

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General (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 56,155	$ 53,501

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Schedule of Significant Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands		Mar. 31, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in marketable securities	[1]
Derivatives
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in marketable securities	[1]	33	47
Financial assets	[2]		10
Derivatives			9
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in marketable securities	[1]
Derivatives

[1] For the three-month periods ended March 31, 2023 and 2022, 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 ($14) and $(14), respectively.

[2] The financial asset includes in other receivables.

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Schedule of Significant Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Realized gain loss on marketable securities	$ 14	$ 14

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Schedule of Stock Based Compensation Expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 136	$ 114
Cost Of Revenues [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	9	21
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	23	12
Selling and Marketing Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	40	39
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 64	$ 42

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Stock Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Sep. 29, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 07, 2022	Dec. 06, 2022	Mar. 31, 2017
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option compensation expense		$ 136	$ 114
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option compensation expense		$ 101	$ 234
2017 Employee Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options granted						289,000
Common stock, expired		26,600
2017 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for issuance				289,000	230,800
Restricted shares vested description	The restricted shares vest in three equal installments on January 1, 2023, January 1, 2024 and January 1, 2025 for Ronen Luzon, Or Kles, Billy Pardo and Ilia Turchinsky and on January 27, 2023, January 27, 2024 and January 27, 2025 for Ezequiel Javier Brandwain, conditioned upon continuous employment with the Company, and subject to accelerated vesting upon a change in control of the Company.
Options term	5 years
Options to purchase of ordinary shares	10,000
Options exercise price	$ 5.25
2017 Equity Incentive Plan [Member] | Ronen Luzon [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted shares grant	100,000
2017 Equity Incentive Plan [Member] | OrKles [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted shares grant	24,000
2017 Equity Incentive Plan [Member] | Billy Pardo [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted shares grant	24,000
2017 Equity Incentive Plan [Member] | Ilia Turchinsky [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted shares grant	16,000
2017 Equity Incentive Plan [Member] | Ezequiel Javier Brandwain [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted shares grant	12,000

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Contingencies and Commitments (Details Narrative) - North Empire LLC [Member] - USD ($) $ in Thousands	Sep. 27, 2018	Aug. 07, 2018	Aug. 02, 2018
Loss contingency damages sought, value	$ 10,958,589		$ 11,400
Securities Purchase Agreement [Member]
Loss contingency damages sought, value		$ 616,000

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Schedule of Reportable Operating Segments (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Revenues from external customers	$ 720	$ 4,459
Operating (loss) income	(2,492)	(8,110)
Assets	8,468	9,727
Fashion and Equipment ECommerce Platform [Member]
Segment Reporting Information [Line Items]
Revenues from external customers	578	4,132
Operating (loss) income	(825)	(591)
Assets	2,181	2,022
Saas Solutions [Member]
Segment Reporting Information [Line Items]
Revenues from external customers	56	224
Operating (loss) income	(1,527)	(7,181)
Assets	5,543	5,966
Naiz [Member]
Segment Reporting Information [Line Items]
Revenues from external customers	86	103
Operating (loss) income	(140)	(338)
Assets	$ 2,722	$ 1,691

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Significant events during the reporting period (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jan. 10, 2023	Jan. 02, 2023
Series A Warrants [Member]
Warrants to purchase shares	441,899
Series B Warrants [Member]
Warrants to purchase shares	441,899
Series A and Series B Warrants [Member]
Offering price per share	$ 3.055
Concurrent Private Placement [Member]
Warrants to purchase shares	883,798
Private Placement [Member]
Warrants to purchase shares	540,098
Private Placement [Member] | Series A Warrants [Member]
Warrants to purchase shares	540,098
Private Placement [Member] | Series B Warrants [Member]
Warrants to purchase shares	540,098
Offering price per share	$ 3.054
Prefunded Warrant [Member]
Warrants to purchase shares	278,899
Prefunded Warrant [Member] | Series A and Series B Warrants [Member]
Offering price per share	$ 3.054
Warrant [Member] | Private Placement [Member]
Warrants to purchase shares	1,080,196
Securities Purchase Agreement [Member]
Securities pruchase agreement agreed to sell	162,000
Warehouse [Member]
Inventory value		$ 640,000
Amount paid to lessor		$ 50,000