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]

Core Insights - MySize, Inc. reported an 18% increase in revenue for the year ended December 31, 2024, reaching $8.26 million compared to $7.00 million in 2023 [9][10] - The company significantly improved its financial position, with cash and cash equivalents increasing by 123% to $4.88 million and shareholders' equity rising by 46% to $6.91 million [9][10] Financial Highlights - Total revenue increased to $8.26 million, up 18% year-over-year [9][10] - Net loss decreased by 37% to $3.99 million from $6.38 million in 2023 [10] - Cash and cash equivalents more than doubled to $4.88 million, up from $2.19 million [10] - Shareholders' equity rose 46% to $6.91 million compared to $4.74 million in 2023 [10] - Total assets reached $10.06 million, an increase from $8.99 million [10] - Total liabilities decreased to $3.15 million from $4.26 million in 2023 [10] Business & Operational Highlights - Over 100 fashion brands adopted MySize's AI-driven sizing platform, enhancing fit optimization and reducing returns [3] - Continued growth in e-commerce through AI-driven merchandising across platforms like Amazon [3] - Expanded technology ecosystem with deeper integrations with major platforms such as Shopify, Magento, and Salesforce, enhancing client retention and omnichannel experiences [4] Management Commentary - The CEO emphasized the company's mission to transform fashion retail, highlighting the 18% revenue growth and the doubling of cash reserves as indicators of scale and discipline [5]

Revenue and Financial Performance - Revenues for the year ended December 31, 2024, amounted to $8,257,000, an increase of 18.1% compared to $6,996,000 for the year ended December 31, 2023, primarily driven by Orgad sales[241] - Operating loss for the year ended December 31, 2024, was $3,944,000, a decrease of 41.5% from the operating loss of $6,741,000 in 2023[248] - Net loss for the year ended December 31, 2024, was $3,995,000, down from $6,380,000 in 2023, reflecting improved operational performance[251] Expenses - Cost of revenues for the year ended December 31, 2024, was $4,934,000, up from $4,265,000 in 2023, with an inventory markdown of $643,000 due to a fire in Orgad's warehouse[242] - Research and development expenses decreased by approximately 55.96% to $429,000 in 2024 from $974,000 in 2023, mainly due to reduced headcount and subcontractor expenses[243] - Sales and marketing expenses decreased by 19.2% to $3,114,000 in 2024 from $3,856,000 in 2023, attributed to lower salaries and consultant expenses[244] - General and administrative expenses decreased by 15.2% to $3,368,000 in 2024 from $3,971,000 in 2023, primarily due to reduced professional services and insurance costs[245] - An impairment charge of $631,000 was recorded for the SaaS Solutions reporting unit, as its carrying value exceeded its fair value[268] Cash Flow and Financing - As of December 31, 2024, the company had cash, cash equivalents, and restricted cash of $4,880,000, an increase from $2,264,000 as of December 31, 2023, primarily due to a warrant repricing transaction and proceeds from exercised warrants[253] - Net cash used in operating activities decreased to $3,092,000 for the year ended December 31, 2024, compared to $6,106,000 for the previous year, mainly due to a reduction in net loss and changes in inventory[255] - Net cash provided by financing activities was $5,594,000 for the year ended December 31, 2024, down from $6,134,000 in 2023, primarily due to warrant repricing and proceeds from exercised warrants, offset by loan repayments of $735,000[257] - The net cash flow from investing activities was $53,000 for the year ended December 31, 2024, compared to $7,000 in 2023, primarily from proceeds from short-term deposits and investments in a joint venture[256] Future Outlook and Concerns - The company expects to continue generating losses and negative cash flows from operations for the foreseeable future, indicating substantial doubt about its ability to continue as a going concern without raising additional capital[258] - Current capital market conditions may limit the company's ability to raise additional capital on favorable terms, which could adversely affect its business and financial condition[259] - The company may face substantial dilution for existing stockholders if additional equity or convertible debt securities are issued in future capital transactions[260] Other Income and Adjustments - Other income for the year ended December 31, 2024, was $275,000, resulting from post-closing adjustments related to the Orgad acquisition[246] - Impairment of goodwill recorded was $631,000 for the year ended December 31, 2024, compared to $671,000 in 2023[247] Strategic Focus - The company is focused on commercializing Naiz Fit technology to enhance online shopping experiences and reduce return rates[221] - The company has entered into an At The Market Offering Agreement to sell up to $4.1 million in common stock, with 60,589 shares sold for approximately $142,000 as of the report date[254] - The company has not entered into any transactions with unconsolidated entities that expose it to material continuing risks or contingent liabilities[261]

Core Insights - MySize, Inc. has appointed Roy Golan to its Board of Directors to support its strategic growth objectives through his extensive experience in IPOs, fundraising, and M&As [1][2][3] Company Overview - MySize, Inc. is an omnichannel e-commerce platform that provides AI-driven measurement solutions, aiming to enhance fit accuracy and reduce returns for retailers [5] - The company operates Orgad, an online retail platform, and has developed innovative retail tools like the FirstLook Smart Mirror to improve in-store shopping experiences [5] Strategic Importance of Appointment - Roy Golan's appointment is seen as pivotal for MySize as it seeks to accelerate growth and enhance its market position, reinforcing investor confidence [3][4] - His background in corporate finance and strategic transactions is expected to be invaluable in executing the company's growth strategy and driving shareholder value [4]

Core Viewpoint - MySize Inc. has launched an Integrated Virtual Try-On Solution aimed at transforming customer experiences in the retail market through advanced sizing technology and virtual try-on capabilities [1][2][6] Product Features and Benefits - The solution combines Naiz Fit's accurate size recommendations with Aiuta's virtual try-on capabilities, enhancing customer confidence in size selection [2][3] - It provides a frictionless customer journey, addressing both fit and style concerns, which leads to higher satisfaction [3] - Retailers can gain insights from combined sizing and try-on data, optimizing inventory planning and product development [4] Market Potential - Virtual try-on technology can increase conversion rates by up to 40%, reduce return rates by an average of 20%, and significantly boost average order value (AOV) [4] - Early discussions with leading U.S. fashion brands indicate strong market interest and potential demand for the solution [5][6] Strategic Goals - The company aims to showcase formal partnerships by Q2 2025, aligning with its goal of achieving a $15 million revenue target in 2025 [6][7] - The integrated solution supports sustainability by reducing returns, which lowers logistics costs and environmental impact [8]

Financial Projections - My Size, Inc. anticipates a strong finish for 2024, projecting nearly 100% growth compared to 2022[11] - The company targets $15 million in revenue for 2025[11]