Core Insights - MySize, Inc. has acquired ShoeSize.Me, a European SaaS company specializing in AI-powered footwear sizing solutions, to enhance its B2B and technology portfolio [1][2][3] Group 1: Acquisition Details - The acquisition is structured primarily as a share deal, with MySize issuing 241,093 shares and a cash payment of $150,000 to the sellers of ShoeSize.Me [5] - ShoeSize.Me serves over 20 fashion retailers, including key clients like Alshaya Group, and is projected to exceed €0.5 million in SaaS revenues in 2025 [2][3] Group 2: Strategic Implications - This acquisition aligns with MySize's strategy to consolidate its position in the fashion tech industry by integrating ShoeSize.Me under the Naiz Fit umbrella, creating a unified platform for sizing and fit solutions across apparel and footwear [2][3][4] - The combined data assets from ShoeSize.Me, which include analysis of over 92 million consumer shopping experiences and 1.2 million shoe models, will enhance MySize's data strategy and product innovation capabilities [3][4] Group 3: Market Positioning - MySize aims to redefine consumer fit experiences and help retailers reduce returns and improve margins through the integration of ShoeSize.Me's technology [4] - The acquisition is part of MySize's broader strategy to identify and acquire synergistic businesses that strengthen its SaaS portfolio and data assets, positioning the company as a key technology consolidator in the fashion e-commerce sector [4]

Core Insights - MySize has acquired Percentil to enhance its position in the European circular fashion economy, driven by new EU regulations on sustainability in apparel [1][3] - The CEO emphasizes that the EU's regulatory changes present opportunities for growth rather than obstacles, positioning Percentil as a key player in compliance and market expansion [2][5] Company Performance - MySize reported revenue of $2.0 million for Q2 2025, a 2% increase year-over-year, while H1 2025 revenue was $3.5 million, down 30% year-over-year due to decreased Orgad sales [7] - Gross profit for Q2 2025 was $1.1 million, up 14% year-over-year, but down 30% for H1 2025 at $1.5 million [7] - The operating loss improved by 49% in Q2 2025 to $586,000, and by 25% in H1 2025 to $1.6 million [7] - Cash position stood at $4.28 million as of June 30, 2025, with $2.90 million in inventory [7] Strategic Initiatives - Percentil is positioned to help brands comply with EU regulations on product lifecycle management, including take-back, recycling, and repair [3][4] - MySize is leveraging a triple-revenue model to create operational synergies and recurring cash flow, with expectations for Percentil's contribution to increase in H2 2025 [6] - The company aims to be at the center of the European fashion resale infrastructure, anticipating that resale will become a mainstream aspect of the industry within five years [5] Market Trends - The acquisition aligns with a structural shift in the fashion industry towards sustainability, driven by regulatory requirements and consumer demand [4][8] - Percentil's capabilities in AI-powered product matching and logistics integration are highlighted as essential for brands navigating the evolving market landscape [4][8]

[FORM 8-K Filing Details](index=1&type=section&id=FORM%208-K%20Filing%20Details) This section details My Size, Inc.'s Form 8-K filing, including registrant information, contact details, and Nasdaq Capital Market listing status [Registrant Information](index=1&type=section&id=Registrant%20Information) This section outlines My Size, Inc.'s corporate identity, contact information, stock exchange listing, and non-emerging growth company status - My Size, Inc. filed a Form 8-K on **August 15, 2025**[2](index=2&type=chunk) - The registrant's principal executive offices are located at HaNegev 4, POB 1026, Airport City, Israel 7010000, with a telephone number of +972-3-600-9030[2](index=2&type=chunk) Registered Securities | 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 | - My Size, Inc. is **not an emerging growth company**[4](index=4&type=chunk) [Item 2.02 Results of Operation and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operation%20and%20Financial%20Condition) This section details the announcement of My Size, Inc.'s second quarter 2025 financial results via a press release, clarifying its non-filed status under Section 18 of the Securities Exchange Act of 1934 [Second Quarter 2025 Financial Results Announcement](index=2&type=section&id=Second%20Quarter%202025%20Financial%20Results%20Announcement) My Size, Inc. announced Q2 2025 financial results via a press release, Exhibit 99.1, which is not considered 'filed' under Section 18 of the Securities Exchange Act of 1934 - My Size, Inc. issued a press release on **August 15, 2025**, detailing its results of operations for the second quarter ended June 30, 2025[5](index=5&type=chunk) - The press release is attached as **Exhibit 99.1** to this Current Report on Form 8-K[5](index=5&type=chunk) - The information in this Form 8-K (including Exhibit 99.1) is **not deemed 'filed'** for purposes of Section 18 of the Securities Exchange Act of 1934 and is not subject to the liabilities of that section[6](index=6&type=chunk) [Item 9.01 Financial Statement and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statement%20and%20Exhibits) This section lists all exhibits accompanying the Form 8-K, including the press release for Q2 2025 financial results and the interactive data file [Exhibits List](index=2&type=section&id=Exhibits%20List) This section enumerates the exhibits included in the Form 8-K, such as the Q2 2025 press release and the Inline XBRL data file Form 8-K Exhibits | Exhibit No. | Description | | :---------- | :---------- | | 99.1 | Press release, dated August 15, 2025 | | 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | [SIGNATURES](index=3&type=section&id=SIGNATURES) This section confirms the official signing of the Form 8-K report by My Size, Inc.'s Chief Executive Officer, Ronen Luzon, on August 15, 2025 [Authorized Signatory Information](index=3&type=section&id=Authorized%20Signatory%20Information) The Form 8-K was officially signed by Ronen Luzon, CEO of My Size, Inc., on August 15, 2025, adhering to Securities Exchange Act requirements - The report was signed on behalf of My Size, Inc. by **Ronen Luzon, Chief Executive Officer**[10](index=10&type=chunk)[12](index=12&type=chunk) - The signing date for the report was **August 15, 2025**[12](index=12&type=chunk)

[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This part covers the unaudited interim financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Condensed Consolidated Interim Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Interim%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated interim financial statements for My Size, Inc. and its subsidiaries as of June 30, 2025, including balance sheets, statements of comprehensive loss, changes in stockholders' equity, and cash flows, along with accompanying notes detailing significant accounting policies, business combinations, and other financial disclosures [Condensed Consolidated Interim Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Interim%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and stockholders' equity as of June 30, 2025, and December 31, 2024 | Metric (U.S. dollars in thousands) | June 30, 2025 | December 31, 2024 | Change (2025 vs 2024) | | :------------------------------- | :------------ | :---------------- | :-------------------- | | Total Assets | 9,862 | 10,059 | (197) | | Total Current Assets | 8,413 | 9,072 | (659) | | Cash and cash equivalents | 4,282 | 4,880 | (598) | | Inventory | 2,901 | 2,796 | 105 | | Account receivables | 398 | 278 | 120 | | Intangible assets | 1,195 | 750 | 445 | | Goodwill | 142 | 133 | 9 | | Total Liabilities | 2,448 | 3,150 | (702) | | Total Current Liabilities | 2,161 | 2,996 | (835) | | Trade payables | 914 | 2,084 | (1,170) | | Total Stockholders' Equity | 7,414 | 6,909 | 505 | [Condensed Consolidated Interim Statements of Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Comprehensive%20Loss) This section outlines the company's revenues, expenses, and net loss for the three and six months ended June 30, 2025 and 2024 | Metric (U.S. dollars in thousands) | Six-Months Ended June 30, 2025 | Six-Months Ended June 30, 2024 | Change (YoY) | Three-Months Ended June 30, 2025 | Three-Months Ended June 30, 2024 | Change (YoY) | | :------------------------------- | :----------------------------- | :----------------------------- | :----------- | :------------------------------- | :----------------------------- | :----------- | | Revenues | 3,485 | 4,963 | (1,478) | 2,006 | 1,979 | 27 |\ | Cost of revenues | (1,941) | (2,783) | 842 | (882) | (995) | 113 |\ | Gross profit | 1,544 | 2,180 | (636) | 1,124 | 984 | 140 |\ | Total operating expenses | (3,190) | (4,128) | 938 | (1,710) | (1,861) | 151 |\ | Operating loss | (1,646) | (1,948) | 302 | (586) | (877) | 291 |\ | Financial income (expenses), net | 136 | (32) | 168 | 136 | (87) | 223 |\ | Net loss | (1,510) | (1,980) | 470 | (450) | (964) | 514 |\ | Basic and diluted loss per share | (0.58) | (3.06) | 2.48 | (0.15) | (1.28) | 1.13 | [Condensed Consolidated Interim Statements of Changes in Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) This section details the changes in the company's stockholders' equity, including common stock, additional paid-in capital, and accumulated deficit, for the six months ended June 30, 2025 | Metric (U.S. dollars in thousands) | Balance as of Jan 1, 2025 | Stock-based compensation | Issuance of shares (net) | Total comprehensive loss | Balance as of June 30, 2025 | | :------------------------------- | :------------------------ | :----------------------- | :----------------------- | :----------------------- | :-------------------------- | | Common stock (Number) | 2,040,159 | 10,000 | 1,052,917 | - | 3,103,076 |\ | Common stock (Amount) | 2 | -* | 1 | - | 3 |\ | Additional paid-in capital | 71,608 | 68 | 1,986 | - | 73,662 |\ | Accumulated other comprehensive loss | (825) | - | - | (40) | (865) |\ | Accumulated deficit | (63,876) | - | - | (1,510) | (65,386) |\ | Total stockholders' equity | 6,909 | 68 | 1,987 | (1,550) | 7,414 | - Total stockholders' equity increased from **$6,909 thousand** at January 1, 2025, to **$7,414 thousand** at June 30, 2025, primarily due to the issuance of shares for **$1,987 thousand**, partially offset by a total comprehensive loss of **$1,550 thousand**[16](index=16&type=chunk) [Condensed Consolidated Interim Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Cash%20Flows) This section presents the cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 | Cash Flow Activity (U.S. dollars in thousands) | Six-Months Ended June 30, 2025 | Six-Months Ended June 30, 2024 | Change (YoY) | | :--------------------------------------------- | :----------------------------- | :----------------------------- | :----------- | | Net cash used in operating activities | (2,306) | (2,076) | (230) |\ | Net cash provided by (used in) investing activities | (54) | 60 | (114) |\ | Net cash provided by financing activities | 1,890 | 2,961 | (1,071) |\ | Effect of exchange rate fluctuations | (128) | 66 | (194) |\ | Increase (decrease) in cash, cash equivalents and restricted cash | (598) | 1,011 | (1,609) |\ | Cash, cash equivalents and restricted cash at end of period | 4,282 | 3,275 | 1,007 | - Net cash used in operating activities increased by **$230 thousand**, from **$2,076 thousand** in H1 2024 to **$2,306 thousand** in H1 2025, mainly due to an increase in inventory and accounts receivable, partially offset by a decrease in net loss[21](index=21&type=chunk)[134](index=134&type=chunk) [Notes to Condensed Consolidated Interim Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section provides detailed explanations of the significant accounting policies, business combinations, financial instruments, and other disclosures supporting the interim financial statements - **Note 1 - General:** My Size, Inc. develops AI-driven measurement technologies for apparel e-commerce, operates an omnichannel e-commerce platform (Orgad), and recently acquired a resale platform (Percentil) in May 2025. The company has an accumulated deficit of **$65,386 thousand** and expects continued losses, raising substantial doubt about its ability to continue as a going concern for more than 12 months without additional financing. Geopolitical conflicts in Israel and Ukraine have had an immaterial effect on operations, with the Russian subsidiary expected to be closed[23](index=23&type=chunk)[24](index=24&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk)[34](index=34&type=chunk)[36](index=36&type=chunk) - **Note 2 - Significant Accounting Policies:** The company adopted new revenue recognition policies for its resale platform, distinguishing between consignment revenue (net basis, recognized upon buyer purchase) and product revenue (gross basis, recognized upon transfer of control). An impairment charge of **$144 thousand** was recorded for goodwill related to the Fashion and equipment e-commerce segment due to sustained decreases in share price and declining operating results[12](index=12&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk) - **Note 3 - Financial Instruments:** The company holds investments in marketable securities (MYCB shares) valued at fair value (Level 2 assets due to sales restrictions). A gain of **$7 thousand** was recognized for marketable securities in the six months ended June 30, 2025[52](index=52&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk)[56](index=56&type=chunk) - **Note 4 - Stock Based Compensation:** Total stock-based compensation expense for employees decreased to **$68 thousand** for the six months ended June 30, 2025, from **$220 thousand** in the prior year. The company repriced options for certain employees, officers, and directors on June 4, 2025, reducing exercise prices to **$1.28 per share** and accelerating vesting for a former CFO, resulting in one-time expenses of **$23 thousand**[57](index=57&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk)[64](index=64&type=chunk) - **Note 5 - Contingencies and Commitments:** The company is involved in a legal complaint regarding a fire at Orgad's warehouse in January 2023, with the plaintiff seeking approximately **$510 thousand**. The company estimates its liability at approximately **$51 thousand**[69](index=69&type=chunk) - **Note 6 - Business Combination (Percentil Acquisition):** On May 9, 2025, the company acquired the Percentil production unit (a resale platform) for a total consideration of approximately **$679 thousand**, consisting of a **$45 thousand** cash payment and assumption of liabilities. The acquisition included warehouse infrastructure, proprietary systems, inventory, and the transfer of 17 former employees. New Percentil contributed **$168 thousand** in revenues from May 9 to June 30, 2025[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk)[75](index=75&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk) - **Note 7 - Goodwill:** A goodwill impairment charge of **$144 thousand** was recorded for the Fashion and equipment e-commerce platform segment for the quarter ended June 30, 2025, due to sustained decreases in share price and declining operating results. Goodwill is now allocated to the Resale platform (**$142 thousand**) as of June 30, 2025[40](index=40&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk) - **Note 8 - Operating Segments:** The company operates in three segments: (i) fashion and equipment e-commerce platform (Orgad), (ii) SaaS based innovative artificial intelligence driven measurement solutions (My Size Israel, Naiz), and (iii) resale platform for apparel (New Percentil)[83](index=83&type=chunk) Segment Revenues and Loss (Six Months Ended June 30, 2025) | Segment (U.S. dollars in thousands) | Revenues from external customers | Cost of revenues | Research and development expenses | Sales and marketing Salaries | Other Segment Items | Segment loss | | :---------------------------------- | :------------------------------- | :--------------- | :-------------------------------- | :--------------------------- | :------------------ | :----------- | | Fashion and equipment e-commerce platform | 2,968 | (1,816) | - | (68) | (1,405) | (1,042) |\ | SaaS Solutions | 349 | (15) | (205) | (127) | (494) | (492) |\ | Resale Platform | 168 | (110) | (19) | - | (151) | (112) |\ | Total | 3,485 | (1,941) | (224) | (195) | (2,050) | (1,646) | - **Note 9 - Significant events during the reporting period:** The company entered into an At The Market Offering Agreement in January 2025, selling **1,052,917 shares** for net proceeds of approximately **$1,987 thousand** as of June 30, 2025[95](index=95&type=chunk) - **Note 10 - Events subsequent to the balance sheet date:** On July 21, 2025, the company established Ten Peacks Ltd., a new Israeli subsidiary focused on marketing and distribution of global apparel and shoe brands in Israel. Additionally, **153,783 shares** were sold under the ATM Offering Agreement for approximately **$218 thousand** after June 30, 2025[96](index=96&type=chunk) [Item 2. Management's Discussion & Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20%26%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations for the periods ended June 30, 2025, highlighting key financial performance metrics, liquidity, and capital resources. The company continues to face substantial doubt about its ability to continue as a going concern due to ongoing losses and negative cash flows, necessitating additional capital - **Overview:** My Size, Inc. operates an omnichannel e-commerce platform and provides AI-driven SaaS measurement solutions (Naiz Fit) and recently acquired a resale platform (New Percentil). The company focuses on commercializing Naiz Fit technology to improve sizing accuracy, reduce returns, and increase conversion rates for fashion e-commerce[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk) - **New Percentil Acquisition:** On May 9, 2025, the company acquired the Percentil production unit, including warehouse infrastructure, proprietary quality control and picking systems, an AI-powered pricing engine, and 17 former employees, for approximately **$679 thousand**[108](index=108&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk) - **Macroeconomic and Geopolitical Environment:** The company monitors global economic downturns, foreign currency volatility, inflation, trade controls, and geopolitical conflicts. While current conflicts (Russia-Ukraine, Middle East) have not materially impacted operations, the company remains vigilant[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) Key Financial Results (Six and Three Months Ended June 30) | Metric (U.S. dollars in thousands) | Six-Months Ended June 30, 2025 | Six-Months Ended June 30, 2024 | Change (YoY) | Three-Months Ended June 30, 2025 | Three-Months Ended June 30, 2024 | Change (YoY) | | :------------------------------- | :----------------------------- | :----------------------------- | :----------- | :------------------------------- | :----------------------------- | :----------- | | Revenues | 3,485 | 4,963 | (1,478) | 2,006 | 1,979 | 27 |\ | Cost of revenues | (1,941) | (2,783) | 842 | (882) | (995) | 113 |\ | Gross profit | 1,544 | 2,180 | (636) | 1,124 | 984 | 140 |\ | Operating expenses | (3,190) | (4,128) | 938 | (1,710) | (1,861) | 151 |\ | Operating loss | (1,646) | (1,948) | 302 | (586) | (877) | 291 |\ | Financial income (expenses), net | 136 | (32) | 168 | 136 | (87) | 223 |\ | Net loss | (1,510) | (1,980) | 470 | (450) | (964) | 514 |\ | Basic and diluted loss per share | (0.58) | (3.06) | 2.48 | (0.15) | (1.28) | 1.13 | - **Revenue Trends:** Revenues for the six months ended June 30, 2025, decreased by **$1,478 thousand (29.8%)** YoY, primarily due to a decrease in Orgad sales. However, revenues for the three months ended June 30, 2025, increased by **$27 thousand (1.4%)** YoY, mainly due to the inclusion of New Percentil[119](index=119&type=chunk)[120](index=120&type=chunk) - **Cost of Revenues:** Decreased by **$842 thousand (30.2%)** for the six months and **$113 thousand (11.4%)** for the three months ended June 30, 2025, primarily due to a transition to Fulfillment by Amazon shipping and warehousing[121](index=121&type=chunk)[122](index=122&type=chunk) - **Operating Expenses:** Total operating expenses decreased by **$938 thousand (22.7%)** for the six months and **$151 thousand (8.1%)** for the three months ended June 30, 2025, driven by reduced headcount, consultant expenses, and lower Amazon fees[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) - **Operating Loss:** Decreased by **$302 thousand (15.5%)** for the six months and **$290 thousand (33.1%)** for the three months ended June 30, 2025, reflecting improved expense management[129](index=129&type=chunk) - **Net Loss:** Decreased by **$470 thousand (23.7%)** for the six months and **$514 thousand (53.3%)** for the three months ended June 30, 2025, primarily due to the aforementioned reasons and a shift from financial expenses to financial income[130](index=130&type=chunk)[131](index=131&type=chunk) - **Liquidity and Capital Resources:** Cash and cash equivalents decreased to **$4,282 thousand** as of June 30, 2025, from **$4,880 thousand** at December 31, 2024. The company used **$2,306 thousand** in operating activities and raised **$1,987 thousand (net)** from share issuance through an At The Market Offering Agreement. Management believes existing cash is insufficient for more than 12 months, indicating substantial doubt about going concern[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk) [Item 3. Quantitative and Qualitative Disclosure About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) This item is not required for a smaller reporting company, and therefore, no specific disclosures regarding quantitative and qualitative market risk are provided - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[144](index=144&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, under the supervision of the CEO and CFO, evaluated the effectiveness of the company's disclosure controls and procedures as of June 30, 2025, concluding they were effective. No material changes in internal control over financial reporting occurred during the quarter - Disclosure controls and procedures were evaluated as effective as of June 30, 2025, by the CEO and CFO[146](index=146&type=chunk) - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[148](index=148&type=chunk) [PART II - OTHER INFORMATION](index=34&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This part includes disclosures on legal proceedings, risk factors, unregistered sales of equity, defaults, mine safety, and other information [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a legal complaint filed in July 2024 by Shimon Shukron, seeking approximately $510 thousand for damages caused by a fire at Orgad's warehouse in January 2023. The company estimates its potential liability at approximately $51 thousand - A legal complaint was filed seeking approximately **$510 thousand** for damages from a fire at Orgad's warehouse in January 2023[152](index=152&type=chunk) - The company estimates the claim's success for only a nominal sum of approximately **$51 thousand**[152](index=152&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) The company's operations are significantly exposed to political, economic, and military conditions in Israel, including ongoing conflicts and regional instability, which could adversely affect its business, financial condition, and ability to raise capital. While current operations have not been materially affected, the risk of escalation and economic boycotts persists - Operations are subject to political, economic, and military conditions in Israel, including ongoing conflicts and regional instability[154](index=154&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk) - Hostilities involving Israel, such as the conflict with Hamas and recent strikes with Iran, could adversely affect business conditions, financial results, and capital raising efforts[155](index=155&type=chunk)[156](index=156&type=chunk) - While current operations have not been adversely affected, the intensity and duration of conflicts are unpredictable, and commercial insurance does not cover war-related losses[158](index=158&type=chunk)[159](index=159&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report during the period - No unregistered sales of equity securities were reported[163](index=163&type=chunk) [Item 3. Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report during the period - No defaults upon senior securities were reported[164](index=164&type=chunk) [Item 4. Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine safety disclosures are not applicable to the company[165](index=165&type=chunk) [Item 5. Other information](index=37&type=section&id=Item%205.%20Other%20information) No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2025 - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the quarter[166](index=166&type=chunk) [Item 6. Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer, and Inline XBRL documents - The report includes certifications from the Principal Executive Officer and Principal Financial Officer (Exhibits 31.1, 31.2, 32.1, 32.2)[167](index=167&type=chunk) - Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation Linkbase) and the Cover Page Interactive Data File are filed as exhibits[167](index=167&type=chunk)

Core Insights - MySize is transitioning from a sizing company to a comprehensive Retail Intelligence Engine for fashion retail, aiming to empower brands through a connected ecosystem [2][11] - The company has strategically acquired Naiz Fit, Orgad, and Percentil to enhance its platform and create exponential value through integration [4][8] - MySize has accumulated a rich dataset that enables clients to make informed decisions, thereby reducing returns and optimizing product performance [6][11] Business Strategy - The company is focused on executing its new business strategy in 2025 after laying the groundwork in 2024 [1] - MySize emphasizes a disciplined approach to investment in AI, integration, and automation while maintaining a strong financial runway through 2027 [9][10] - The company operates with a lean structure, allowing each unit to contribute to revenue and learn from one another [10] Market Position - The apparel industry is undergoing significant transformation, with regulation, returns, resale, and relevance shaping its future [10][11] - MySize is positioned to play a pivotal role in this evolution by providing intelligent, sustainable, and profitable solutions for brands [11] - The company believes that controlling the intelligence layer in retail will allow it to manage the flow of information and resources effectively [11]

Core Insights - MySize Inc. has launched a pilot program for NaizGPT, a conversational AI assistant tailored for retail teams, allowing e-commerce professionals to interact with data through natural language instead of traditional dashboards [1][3] - The pilot program is currently being tested by select teams using the Naiz Fit platform, with early feedback indicating strong user engagement and deeper data analysis capabilities [2][3] Group 1: Product Development - NaizGPT processes data from MySize's sizing recommendation engine, providing contextual insights through conversational queries, enhancing the understanding of metrics like return rates [2][3] - The company plans to integrate NaizGPT with its Smart Catalog technology and additional data sources, expanding its functionality beyond sizing teams to include merchandising, marketing, and inventory [3][4] Group 2: Future Plans - MySize expects to transition NaizGPT from pilot to commercial availability in Q4 2025, aiming to establish it as the leading conversational AI platform for retail [4] - The long-term vision is for every retail team to engage in conversations with their data, obtaining instant and actionable insights [4] Group 3: Company Overview - MySize Inc. is recognized as a global leader in AI-powered size recommendation and digital commerce platforms for the fashion industry, with solutions aimed at improving fit, reducing returns, and enhancing the customer journey [5]

PART I - FINANCIAL INFORMATION This section presents the unaudited condensed consolidated interim financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures [Item 1. Condensed Consolidated Interim Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Interim%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated interim financial statements, including the balance sheets, statements of comprehensive loss, changes in stockholders' equity, and cash flows, along with detailed notes. Key financial highlights include a decrease in total assets and stockholders' equity, a significant drop in revenues and gross profit, and a net loss for the quarter, alongside a reduction in cash used in operating activities [Condensed Consolidated Interim Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Interim%20Balance%20Sheets) The balance sheets show a decrease in total assets and stockholders' equity from December 31, 2024, to March 31, 2025, primarily due to reductions in cash and inventory Condensed Consolidated Interim Balance Sheets (U.S. dollars in thousands) | Item | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | 3,695 | 4,880 | | Inventory | 2,504 | 2,796 | | Account receivables | 534 | 278 | | Total current assets | 7,804 | 9,072 | | Total assets | 8,751 | 10,059 | | Total current liabilities | 2,587 | 2,996 | | Total liabilities | 2,722 | 3,150 | | Total stockholders' equity | 6,029 | 6,909 | - Total assets decreased by **$1,308 thousand (13.0%)** from December 31, 2024, to March 31, 2025, primarily due to a reduction in cash and cash equivalents and inventory[12](index=12&type=chunk) - Total stockholders' equity decreased by **$880 thousand (12.7%)** from December 31, 2024, to March 31, 2025[12](index=12&type=chunk) [Condensed Consolidated Interim Statements of Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Comprehensive%20Loss) The statements of comprehensive loss indicate a significant year-over-year decline in revenues and gross profit, resulting in a slight increase in net loss for the quarter Condensed Consolidated Interim Statements of Comprehensive Loss (U.S. dollars in thousands) | Item | Three-Months Ended March 31, 2025 | Three-Months Ended March 31, 2024 | | :--- | :--- | :--- | | Revenues | 1,479 | 2,984 | | Cost of revenues | (1,059) | (1,788) | | Gross profit | 420 | 1,196 | | Total operating expenses | (1,480) | (2,267) | | Operating loss | (1,060) | (1,071) | | Net loss | (1,060) | (1,016) | | Total comprehensive loss | (1,039) | (1,123) | | Basic and diluted loss per share | (0.51) | (1.88) | - Revenues decreased by **50.4%** year-over-year, from **$2,984 thousand** in Q1 2024 to **$1,479 thousand** in Q1 2025[13](index=13&type=chunk) - Gross profit declined by **64.9%** year-over-year, from **$1,196 thousand** in Q1 2024 to **$420 thousand** in Q1 2025[13](index=13&type=chunk) - Net loss increased slightly to **$1,060 thousand** in Q1 2025 from **$1,016 thousand** in Q1 2024, while total comprehensive loss improved from **$(1,123) thousand** to **$(1,039) thousand**[13](index=13&type=chunk) [Condensed Consolidated Interim Statements of Changes in Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Total stockholders' equity decreased primarily due to a comprehensive loss, partially offset by share issuance and stock-based compensation Condensed Consolidated Interim Statements of Changes in Stockholders' Equity (U.S. dollars in thousands) | Item | Balance as of Jan 1, 2025 | Stock-based compensation | Issuance of shares | Total comprehensive loss | Balance as of Mar 31, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Common stock (Number) | 2,040,159 | 10,000 | 60,589 | - | 2,110,748 | | Common stock (Amount) | 2 | * | * | - | 2 | | Additional paid-in capital | 71,608 | 22 | 137 | - | 71,767 | | Accumulated other comprehensive loss | (825) | - | - | 21 | (804) | | Accumulated deficit | (63,876) | - | - | (1,060) | (64,936) | | Total stockholders' equity | 6,909 | 22 | 137 | (1,039) | 6,029 | - Total stockholders' equity decreased from **$6,909 thousand** at January 1, 2025, to **$6,029 thousand** at March 31, 2025, primarily due to a total comprehensive loss of **$1,039 thousand**, partially offset by **$137 thousand** from share issuance and **$22 thousand** from stock-based compensation[15](index=15&type=chunk) [Condensed Consolidated Interim Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Cash%20Flows) Net cash used in operating activities decreased, while net cash provided by financing activities significantly declined year-over-year Condensed Consolidated Interim Statements of Cash Flows (U.S. dollars in thousands) | Cash Flow Activity | Three-Months Ended March 31, 2025 | Three-Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | (1,268) | (1,417) | | Net cash provided by investing activities | - | 60 | | Net cash provided by financing activities | 95 | 407 | | Effect of exchange rate fluctuations | (12) | (103) | | Decrease in cash, cash equivalents and restricted cash | (1,185) | (1,053) | | Cash, cash equivalents and restricted cash at end of period | 3,695 | 1,211 | - Net cash used in operating activities decreased by **$149 thousand (10.5%)** from **$1,417 thousand** in Q1 2024 to **$1,268 thousand** in Q1 2025[18](index=18&type=chunk) - Net cash provided by financing activities significantly decreased from **$407 thousand** in Q1 2024 to **$95 thousand** in Q1 2025, primarily from proceeds from share issuance[18](index=18&type=chunk) [Notes to Condensed Consolidated Interim Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Interim%20Financial%20Statements) These notes provide critical context to the financial statements, detailing the company's business, significant accounting policies, financial instruments, stock-based compensation, contingencies, goodwill, operating segments, and significant events during and subsequent to the reporting period, including a going concern uncertainty and recent acquisition [Note 1 - General](index=9&type=section&id=Note%201%20-%20General) This note describes the company's business, its going concern uncertainty, management's plans to address it, and the immaterial impact of geopolitical conflicts - My Size, Inc. develops AI-driven measurement technologies for apparel e-commerce, expanded by acquiring Naiz Fit (sizing solutions) and Orgad (omnichannel e-commerce platform)[20](index=20&type=chunk) - The company has an accumulated deficit of **$64,936 thousand** and expects continued losses and negative cash flows, raising substantial doubt about its ability to continue as a going concern for more than 12 months[25](index=25&type=chunk) - Management plans to address going concern uncertainty through continued commercialization, technology/business acquisitions, and securing sufficient financing via equity sales, debt, or strategic partnerships[26](index=26&type=chunk) - Geopolitical conflicts in Israel and Russia/Ukraine have had an immaterial effect on operations so far, attributed to the company's global footprint, Spanish hub for sizing solutions, and use of Amazon fulfillment for Orgad's inventory[29](index=29&type=chunk)[30](index=30&type=chunk)[32](index=32&type=chunk) [Note 2 - Significant Accounting Policies](index=11&type=section&id=Note%202%20-%20Significant%20Accounting%20Policies) This note confirms the financial statements adhere to GAAP and SEC rules, with consistent accounting policies from the prior annual statements - The unaudited condensed consolidated interim financial statements are prepared in accordance with GAAP for interim financial information and SEC rules, with all intercompany accounts and transactions eliminated[34](index=34&type=chunk) - Significant accounting policies applied in these interim statements are identical to those used in the latest annual financial statements for the year ended December 31, 2024[35](index=35&type=chunk) [Note 3 - Financial Instruments](index=11&type=section&id=Note%203%20-%20Financial%20Instruments) This note details the fair value approximation of financial instruments and the gain recognized from marketable securities - The carrying amounts of cash, receivables, payables, and short/long-term loans approximate their fair value due to short-term maturities[36](index=36&type=chunk) - Investment in marketable securities (MYCB shares) is measured at fair value (Level 2) based on quoted market prices with a discount for sales restrictions[37](index=37&type=chunk) - The company recognized a gain of **$7 thousand** from marketable securities for the three months ended March 31, 2025, compared to **$5 thousand** in the prior year period[39](index=39&type=chunk) [Note 4 - Stock Based Compensation](index=12&type=section&id=Note%204%20-%20Stock%20Based%20Compensation) This note details a significant decrease in stock-based compensation expense year-over-year and recent restricted stock and option grants Stock-Based Compensation Expense (U.S. dollars in thousands) | Expense Category | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--- | :--- | :--- | | Cost of revenues | - | 1 | | Research and development | 6 | 13 | | Sales and marketing | - | 16 | | General and administrative | 16 | 111 | | **Total** | **22** | **141** | - Total stock-based compensation expense decreased significantly from **$141 thousand** in Q1 2024 to **$22 thousand** in Q1 2025, primarily due to reductions in general and administrative, sales and marketing, and R&D categories[40](index=40&type=chunk) - In February 2024, the company granted restricted common stock awards to executives and directors, and options to purchase **6,875 shares** to other employees, with a total compensation cost of approximately **$314 thousand** to be recognized over 3 years[42](index=42&type=chunk)[43](index=43&type=chunk) [Note 5 - Contingencies and Commitments](index=14&type=section&id=Note%205%20-%20Contingencies%20and%20Commitments) This note discloses a legal complaint for approximately $510 thousand related to a warehouse fire, with the outcome currently uncertain - The company is a defendant in a legal complaint for **NIS 1,895,345** (approximately **$510 thousand**) filed in July 2024, alleging damages from a fire at Orgad's warehouse in January 2023. The company cannot evaluate the chances of the claim's success at this preliminary stage[47](index=47&type=chunk) [Note 6 - Goodwill](index=14&type=section&id=Note%206%20-%20Goodwill) This note shows a decrease in goodwill allocated to SaaS Solutions, while the fashion and equipment e-commerce platform's goodwill remained constant Goodwill by Reporting Unit (U.S. dollars in thousands) | Reporting Unit | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | SaaS Solutions | - | 609 | | Fashion and equipment e-commerce platform | 133 | 133 | | **Total** | **133** | **742** | - Goodwill allocated to SaaS Solutions decreased from **$609 thousand** in March 2024 to **$0** in March 2025, while goodwill for the fashion and equipment e-commerce platform remained constant at **$133 thousand**[48](index=48&type=chunk) [Note 7 – Operating Segments](index=15&type=section&id=Note%207%20%E2%80%93%20Operating%20Segments) This note outlines the company's two operating segments and details their revenue and loss performance for the reporting periods - The company operates in two segments: (i) fashion and equipment e-commerce platform (Orgad) and (ii) SaaS based innovative artificial intelligence driven measurement solutions (SaaS Solutions, including My Size Israel, My Size LLC, and Naiz)[50](index=50&type=chunk) Segment Performance for Three Months Ended March 31, 2025 (U.S. dollars in thousands) | Metric | Fashion and equipment e-commerce platform | SaaS Solutions | Total | | :--- | :--- | :--- | :--- | | Revenues from external customers | 1,307 | 172 | 1,479 | | Cost of revenues | (1,051) | (8) | (1,059) | | Research and development expenses | - | (82) | (82) | | Segment loss | (825) | (235) | (1,060) | Segment Performance for Three Months Ended March 31, 2024 (U.S. dollars in thousands) | Metric | Fashion and equipment e-commerce platform | SaaS Solutions | Total | | :--- | :--- | :--- | :--- | | Revenues from external customers | 2,807 | 177 | 2,984 | | Cost of revenues | (1,766) | (22) | (1,788) | | Research and development expenses | - | (132) | (132) | | Segment loss | (582) | (489) | (1,071) | - The fashion and equipment e-commerce platform segment saw a significant revenue decrease from **$2,807 thousand** in Q1 2024 to **$1,307 thousand** in Q1 2025, while SaaS Solutions revenues remained relatively stable[54](index=54&type=chunk)[56](index=56&type=chunk) [Note 8 – Significant events during the reporting period.](index=17&type=section&id=Note%208%20%E2%80%93%20Significant%20events%20during%20the%20reporting%20period.) This note details the At The Market Offering Agreement initiated in January 2025 and shares sold during the quarter - On January 21, 2025, the company entered an At The Market Offering Agreement to sell up to **$4.1 million** in common stock. As of March 31, 2025, **60,589 shares** were sold for approximately **$142 thousand** in gross proceeds[58](index=58&type=chunk) [Note 9 – Events subsequent to the balance sheet date](index=17&type=section&id=Note%209%20%E2%80%93%20Events%20subsequent%20to%20the%20balance%20sheet%20date) This note reports additional share sales under the ATM agreement and the acquisition of the 'Percentil' production unit by a new subsidiary - As of May 15, 2025, the company sold an additional **992,328 shares** under the At The Market Offering Agreement, generating approximately **$1,995 thousand** in aggregate gross proceeds[62](index=62&type=chunk) - On May 9, 2025, a newly-formed subsidiary, New Percentil, S.L., acquired the 'Percentil' production unit from Casi Nuevo Kids, S.L. for approximately **$679 thousand**, including warehouse infrastructure, logistics equipment, an AI-powered pricing engine, inventory, and the transfer of 17 employees[62](index=62&type=chunk)[60](index=60&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk) [Item 2. Management's Discussion & Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management's%20Discussion%20%26%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance and condition, highlighting a significant decrease in revenues and gross profit year-over-year, alongside reductions in operating expenses. It also discusses the company's business model, recent acquisition, macroeconomic factors, and critical liquidity concerns, including substantial doubt about its ability to continue as a going concern [Overview](index=19&type=section&id=Overview) This overview describes the company's business model, focusing on AI-driven SaaS measurement solutions and its strategy to consolidate sizing solutions for the fashion industry - The company operates an omnichannel e-commerce platform and provides AI-driven SaaS measurement solutions, primarily generating revenue as a third-party seller on Amazon[70](index=70&type=chunk) - Current focus is on commercializing Naiz Fit technology, which uses a widget and proprietary Garment Modelling to help shoppers find accurate apparel sizes, aiming to reduce returns and increase conversion rates[71](index=71&type=chunk)[72](index=72&type=chunk) - The company is positioning itself as a consolidator of sizing solutions and new digital experiences for the fashion industry, with offerings like First Look Smart Mirror, Smart Catalog, and True Feedback[73](index=73&type=chunk) [New Percentil](index=19&type=section&id=New%20Percentil) This section details the acquisition of the 'Percentil' production unit, including its assets and the transfer of key employees, by a new subsidiary - On May 9, 2025, the company's new subsidiary, New Percentil, S.L., acquired the 'Percentil' production unit from Casi Nuevo Kids, S.L. for approximately **$679 thousand**[74](index=74&type=chunk)[77](index=77&type=chunk) - The acquisition includes warehouse infrastructure, process and logistics equipment (e.g., proprietary quality control, picking systems), an AI-powered pricing engine, garment assessment tools, computer equipment, and inventory[75](index=75&type=chunk) - As part of the acquisition, **17** former employees of Casi Nuevo, including its chief executive officer and chief marketing officer, transferred to New Percentil[76](index=76&type=chunk) [Macroeconomic and Geopolitical Environment](index=20&type=section&id=Macroeconomic%20and%20Geopolitical%20Environment) This section discusses the company's exposure to global economic and geopolitical risks, noting that current conflicts have not materially impacted operations or financial results - The company's global operations expose it to economic downturns, foreign currency volatility, inflation, interest rate changes, trade control laws, tariffs, and geopolitical conflicts[79](index=79&type=chunk) - To date, geopolitical conflicts (Russia-Ukraine, Middle East) have not materially limited product development or support, nor had a material impact on financial results, liquidity, or cash flows[81](index=81&type=chunk) - The business model provides some resilience, but the company continues to monitor the direct and indirect impacts of these circumstances[82](index=82&type=chunk) [Results of Operations](index=21&type=section&id=Results%20of%20Operations) This section analyzes the significant year-over-year decrease in revenues and gross profit, alongside reductions in operating expenses, leading to a slight increase in net loss Results of Operations (Three Months Ended March 31, U.S. dollars in thousands) | Item | 2025 | 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenues | 1,479 | 2,984 | (1,505) | -50.4% | | Cost of revenues | (1,059) | (1,788) | 729 | -40.8% | | Gross profit | 420 | 1,196 | (776) | -64.9% | | Research and development expenses | (82) | (132) | 50 | -37.9% | | Sales and marketing | (567) | (1,102) | 535 | -48.5% | | General and administrative | (831) | (1,033) | 202 | -19.5% | | Operating loss | (1,060) | (1,071) | 11 | -1.0% | | Financial income (expenses), net | - | 55 | (55) | -100.0% | | Net loss | (1,060) | (1,016) | (44) | +4.3% | - Revenues decreased by **$1,505 thousand (50.4%)** for Q1 2025 compared to Q1 2024, primarily due to a decrease in Orgad sales[86](index=86&type=chunk) - Operating expenses (R&D, Sales & Marketing, G&A) collectively decreased by **$787 thousand**, leading to a slight improvement in operating loss by **$11 thousand (1%)**[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) - Net loss increased by **$44 thousand (4.3%)** to **$1,060 thousand** for Q1 2025, mainly due to the decline in financial income (expenses), net[92](index=92&type=chunk)[93](index=93&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) This section details the decrease in cash, cash equivalents, and restricted cash, the reduction in cash used in operations, and the ongoing need for additional capital, raising going concern doubts - Cash, cash equivalents, and restricted cash decreased from **$4,880 thousand** at December 31, 2024, to **$3,695 thousand** at March 31, 2025[95](index=95&type=chunk) - Net cash used in operating activities decreased to **$1,268 thousand** for Q1 2025, from **$1,417 thousand** in Q1 2024, primarily due to a decrease in net loss offset by changes in account receivables and trade payables[97](index=97&type=chunk) - The company raised approximately **$1,995 thousand** in gross proceeds from an At The Market Offering Agreement as of May 15, 2025[96](index=96&type=chunk)[62](index=62&type=chunk) - Management has substantial doubt about the company's ability to fund operations for more than 12 months, necessitating additional capital, which may not be available on reasonable terms or at all, posing a risk of substantial dilution to current stockholders[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) [Critical Accounting Estimates](index=25&type=section&id=Critical%20Accounting%20Estimates) This section highlights that financial statement preparation involves significant management estimates and assumptions, particularly for revenue recognition - The preparation of financial statements requires management to make estimates and assumptions that affect reported amounts, with actual results potentially differing under various conditions[105](index=105&type=chunk) - Revenue from contracts with customers is identified as a critical accounting policy, requiring significant management estimates and assumptions[106](index=106&type=chunk) [Item 3. Quantitative and Qualitative Disclosure About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk - The company is exempt from providing quantitative and qualitative disclosures about market risk as it qualifies as a smaller reporting company[107](index=107&type=chunk) [Item 4. Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures as of March 31, 2025, and concluded they were effective. No material changes in internal control over financial reporting occurred during the quarter - Management, under the supervision of the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[109](index=109&type=chunk) - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[111](index=111&type=chunk) - Control systems provide only reasonable, not absolute, assurance of achieving objectives due to inherent limitations and resource constraints[110](index=110&type=chunk) PART II - OTHER INFORMATION This section covers legal proceedings, updated risk factors, unregistered sales of equity, defaults, mine safety, other information, and exhibits [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a legal complaint filed by Shimon Shukron for approximately $510,000, alleging damages from a fire at Orgad's warehouse. The company has filed a defense but cannot yet evaluate the claim's success [Shimon Shukron](index=26&type=section&id=Shimon%20Shukron) This section details a legal complaint for approximately $510 thousand against the company, alleging damages from a warehouse fire, with the outcome currently uncertain - The company was served with a legal complaint in July 2024 for **NIS 1,895,345** (approximately **$510 thousand**) by Shimon Shukron[115](index=115&type=chunk) - The plaintiff alleges heavy damage to his business, structure, contents, inventory, and loss of profits due to a fire at Orgad's warehouse in January 2023[115](index=115&type=chunk) - The company filed its statement of defense in September 2024 but cannot evaluate the claim's success at this preliminary stage due to insufficient documentation from the plaintiff[115](index=115&type=chunk) [Item 1A. Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, primarily focusing on the significant political, economic, and military conditions in Israel, where the company's headquarters and some operations are located. It details the ongoing conflicts, potential for escalation, and the associated risks to business operations, capital raising, and market price of common stock, while noting that operations have not been adversely affected so far - The company's operations in Israel expose it to political, economic, and military conditions in the region, including ongoing armed conflicts and hostilities, which could adversely affect business and capital raising[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) - Despite the ongoing war and hostilities since October 7, 2023, the company's operations have not been adversely affected, largely due to most operations being in Spain[120](index=120&type=chunk) - Future escalation of conflicts, economic boycotts against Israel, and internal political instability within Israel could negatively impact the company's business, financial condition, and stock price[120](index=120&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report during the period - No unregistered sales of equity securities or use of proceeds occurred during the reporting period[127](index=127&type=chunk) [Item 3. Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report during the period - No defaults upon senior securities occurred during the reporting period[128](index=128&type=chunk) [Item 4. Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[129](index=129&type=chunk) [Item 5. Other information](index=29&type=section&id=Item%205.%20Other%20information) No director or officer adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" during the quarter ended March 31, 2025 - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter ended March 31, 2025[130](index=130&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer, as well as Inline XBRL documents - Exhibits include certifications from the Principal Executive Officer (31.1, 32.1) and Principal Financial Officer (31.2, 32.2) as required by the Sarbanes-Oxley Act of 2002[131](index=131&type=chunk) - Various Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation Linkbases, and Cover Page Interactive Data File) are filed as exhibits[131](index=131&type=chunk) [SIGNATURES](index=30&type=section&id=SIGNATURES) The report is signed by Ronen Luzon, Chief Executive Officer, and Oren Elmaliah, Chief Financial Officer, on May 15, 2025, certifying its submission - The report was signed on May 15, 2025, by Ronen Luzon, Chief Executive Officer, and Oren Elmaliah, Chief Financial Officer[134](index=134&type=chunk)

Core Viewpoint - MySize, Inc. has acquired key assets of Percentil, a second-hand fashion marketplace, to enhance its B2B and B2C portfolio and align with upcoming EU regulatory requirements for sustainable fashion [1][9]. Company Strategy - The acquisition aims to reposition Percentil as a premium marketplace focused on higher-value items, reflecting consumer demand for quality and sustainability [3][4]. - MySize's strategy emphasizes building a profitable, scalable, and sustainable circular fashion business from the outset, prioritizing cash-efficient scaling and EBITDA-positive returns [4][5]. Financial Details - The total transaction value for the acquisition is approximately €610,000 (about $679,000), including a cash payment of €40,000 (approximately $44,500) and the assumption of liabilities totaling around €570,000 (approximately $634,500) [4]. - MySize anticipates that the Percentil business unit will generate $1.5 million in revenues in the second half of 2025, representing a projected 25% increase in total revenue [4]. Market Positioning - The acquisition is strategically timed to align with EU regulations requiring brands to implement reuse and recycling frameworks, positioning Percentil as a key partner for fashion brands [9][10]. - The total addressable market for second-hand and circular fashion in Western Europe is projected to exceed $25 billion by 2027 [6]. Integration and Synergies - MySize plans to integrate its proprietary AI technology into Percentil's platform to optimize pricing, enhance product recommendations, and improve operational efficiency [8]. - The acquisition creates synergies with existing MySize portfolio companies, such as Naiz Fit and Orgad, to enhance logistics and reduce returns [7]. Operational Assets - MySize acquired select operational assets from Percentil, including a central warehouse, quality control systems, and a stock of over 120,000 quality-vetted garments [12].

Core Insights - MySize, Inc. is actively pursuing mergers and acquisitions to enhance growth opportunities, focusing on the second-hand apparel and AI shoe technology sectors [3] - The company is progressing towards cash-flow breakeven and profitability through a roll-up strategy, integrating acquired companies and targeting financially disciplined acquisitions [4] - In 2024, MySize achieved 18% year-over-year revenue growth, doubled cash reserves, and reduced net loss by 37%, indicating strong financial momentum [6] Strategic Developments - The company has signed two Letters of Intent (LOIs) for potential acquisitions, reflecting its strategic intent to expand into high-potential verticals [3] - MySize is reinforcing its leadership team with experienced executives to support scaling operations while maintaining strategic discipline [5] - The integration of Orgad and Naiz Fit is already yielding positive results in revenue generation and operational efficiency [4] Technological Advancements - MySize is leveraging data from its group companies, particularly Naiz Fit, to develop AI-driven solutions that optimize retail performance and consumer interactions [7] - The combination of AI, big data, and strategic acquisitions positions MySize at the forefront of the retail technology revolution [8] - The company aims to create long-term value for shareholders through sustainable and innovation-led business practices [8]

Financial Results - My Size, Inc. reported its financial results for the year ended December 31, 2024, on March 28, 2025[5] - The report does not include specific financial metrics or performance indicators in the provided content[6] Company Information - The company is listed on the Nasdaq Capital Market under the trading symbol MYSZ[3] - My Size, Inc. is classified as an emerging growth company[4] - The press release detailing the financial results is attached as Exhibit 99.1[5]