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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ________ to _________

 Commission
file number 001-37370

 MY
SIZE, INC.

 (Exact
name of registrant as specified in charter)

 Delaware

 51-0394637

 (State
 or jurisdiction of

 Incorporation or organization)

 I.R.S
 Employer

 Identification No.

 Hayarden, POB 1026, Airport City, Israel

 7010000

 (Address
 of principal executive offices)

 (Zip
 code)

 + 972 - 3-
6009030

 (Registrant's
telephone number, including area code)

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of Each Exchange on Which Registered

 Common
 Stock, par value $0.001 per share

 MYSZ

 The
 Nasdaq Capital Market

registered pursuant to Section 12(g) of the Act: None.

by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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

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

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 Reporting Company

 Emerging
 Growth Company

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

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 The
aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2023, the last
business day of the registrant's most recently completed second fiscal quarter, was approximately $ 2,360,756.

 Number
of shares of common stock outstanding as of March 10, 2024 was 5,091,668.

 Documents
Incorporated by Reference: None.

 Table
of Contents

 Part
 I

 Item
 1.

 Business

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Selected Financial Data

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 Signatures

 PART
I

 In
this Annual Report on Form 10-K, unless the context requires otherwise, the terms "we," "our," "us,"
or "the Company" refer to MySize, Inc., a Delaware corporation, and its subsidiaries, including MySize Israel 2014 Ltd. My
Size LLC, Orgad International Marketing Ltd., or Orgad, and Naiz Bespoke Technologies, S.L, or Naiz Fit, taken as a whole.

 References
to "U.S. dollars" and "$" are to currency of the United States of America, and references to "NIS"
are to New Israeli Shekels. Unless otherwise indicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form
10-K for the year ended on December 31, 2023 are translated using the rate of NIS 3.6270 to $1.00.

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

 CAUTIONARY
NOTE ON FORWARD-LOOKING STATEMENTS

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

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

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

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

 the
 new and unproven nature of the measurement technology markets;

 our
 ability to achieve customer adoption of our products;

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

 our
 dependence on assets we purchased from a related party;

 our
 ability to enhance our brand and increase market awareness;

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

 the
 success of our strategic relationships with third parties;

 information
 technology system failures or breaches of our network security;

 competition
 from competitors;

 our
 reliance on key members of our management team;

 current
 or future litigation;

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

 security,
 political and economic instability in the Middle East that could harm our business, including due to the current war between Israel
 and Hamas.

 The
foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking
statements. You should read this Annual Report on Form 10-K and the documents that we reference herein and have filed as exhibits to
the Annual Report on Form 10-K, completely and with the understanding that our actual future results may be materially different from
what we expect. You should assume that the information appearing in this Annual Report on Form 10-K is accurate as of the date hereof.
Because the risk factors referred to in this Annual Report on Form 10-K, could cause actual results or outcomes to differ materially
from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking
statements.

 Further,
any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot
assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results
to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this Annual
Report on Form 10-K, and particularly our forward-looking statements, by these cautionary statements.

 ITEM
1. BUSINESS

 Overview

 We
are an omnichannel e-commerce platform and provider of AI-driven SaaS measurement solutions, including MySizeID and our recently acquired
subsidiaries, Naiz Fit, which provides SaaS technology solutions that solve size and fit issues and AI solutions for smarter design through
data driven decisions for fashion ecommerce companies, and Orgad, an online retailer operating in the global markets. To date, we have
generated almost all our revenue as a third-party seller on Amazon. Our advanced software and solutions assists us in supply chain, identifying
products that can drive growth and provides a user-friendly experience and best customer service.

 We are currently focused on driving the commercialization of the Naiz Fit
technology which, enables shoppers to generate highly accurate measurements of their body to find the accurate
fitting apparel by using our Naiz Fit Widget, a simple questionnaire which uses a database collected over the years and allows buyers
to know what size to pick when buying online, reducing returns and increasing conversion rates of sellers.

 Naiz
Fit syncs the user's measurement data to a sizing model generated with our proprietary Garment Modelling technology for each item
sold on the ecommerce, and only presents items for purchase that match their measurements to ensure a correct fit.

 We
are positioning ourselves as a consolidator of sizing solutions and new digital experience due to new developments for the fashion industry
needs. Our other product offerings include First Look Smart Mirror for physical stores and Smart Catalog to empower brand design teams,
which are designed to increase end consumer satisfaction, contributing to a sustainable world and reduce operation costs. We also recently
launched True Feedback, a Go-To-market solution that extracts data from our Naiz Community mystery shoppers to fine-tune the customer
experience offered to fashion buyers, both online and offline.

 Recent
Developments

 August
2023 Warrant Repricing

 On
August 24, 2023, we entered into an inducement offer letter agreement, or the Inducement Letter, with a certain holder, or the Holder,
of certain of our then-existing warrants to purchase up to (i) 1,963,994 shares of our common stock issued on January 12, 2023 at an
exercise price of $2.805 per share, or the January 2023 Warrants, (ii) 6,864 shares of our common stock issued on January 17, 2020 at
an exercise price of $94.00 per share, or the January 2020 Warrants, and (iii) 47,153 shares of our common stock issued on October 28,
2021 at an exercise price of $31.50 per share, having terms ranging from 28 months to five and one-half years, or the October 2021 Warrants,
and together with the January 2023 Warrants and the January 2020 Warrants, the Exercised Warrants).

 Pursuant
to the Inducement Letter, the Holder agreed to exercise for cash the Exercised Warrants to purchase an aggregate of 2,018,012 shares
of our common stock at a reduced exercise price of $2.09 per share in consideration of our agreement to issue new common stock purchase
warrants, or the New Warrants, to purchase up to an aggregate of 5,367,912 shares of our common stock, at an exercise price of $2.09
per share. The New Warrants became immediately exercisable upon the approval of our stockholders at our annual general meeting of stockholders
in December 2023, or the Stockholder Approval Date, until either the five and one-half years with respect to 2,755,800 New Warrants and
twenty-eight months with respect to 2,612,112 New Warrants, from the Stockholder Approval Date.

 The
aggregate gross proceeds from the exercised of the Exercised Warrants was approximately $4.2 million, before deducting placement agent
fees and other offering expenses payable by us.

 January
2023 Financing

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

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

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

 Nasdaq
Minimum Bid Price Deficiency

 On
November 3, 2023, we were notified, or the Notification Letter, by the Nasdaq Listing Qualifications that we are not in compliance with
the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on The Nasdaq Capital
Market.

 The
Notification Letter provides that the Company has 180 calendar days, or until May 1, 2024, to regain compliance with the Rule. To regain
compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive
business days. In the event we do not regain compliance by May 1, 2024, we may then be eligible for additional 180 days if we meet the
continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital
Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency
during the second compliance period. If we do not qualify for the second compliance period or fail to regain compliance during the second
compliance period, then Nasdaq will notify us of its determination to delist our common stock, at which point we will have an opportunity
to appeal the delisting determination to a Hearings Panel.

 Warehouse
Fire

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

 Our
Solution

 Our
cloud-based software platform provides highly accurate sizing and measurement with broad applications including the online fashion/apparel
industry, logistics and courier services and home DIY. Currently, we are mainly focusing on the e-commerce fashion/apparel industry.
This proprietary technology is driven by several patented algorithms which are able to calculate and record measurements in a variety
of novel ways. Although specific functionality varies by product, we believe that our core solutions address the need for highly accurate
measurements in a variety of consumer friendly, every day uses. On top of this anthropometric technologies, understanding the complexity
of the fashion industry, we have also developed our own garment modelling technologies based on both products specifications and physical
garment try-ons, guaranteeing the scalability of our solution while maximizing accuracy and adaptability of our technology for each retailer
and e-tailer.

 We
have developed a complete Platform that includes several solutions or products inside it, such as, Naiz Fit Size Form for the ecommerce
team, Smart catalogue for the product & design team, True Feedback for the Go-to-Market and Marketing teams and First Look Smart Mirror
plus bring Your own Device for the Retail teams.

 Size
 Form Enables shoppers to generate highly accurate measurements of their body to find proper fitting clothes and accessories,
 through the use of a simple questionnaire integrated on our retailers ecommerce. Size Form syncs the user's measurement data
 to a sizing model we create for each SKU and presents the right size and fit for the customer. MySizeID is available for license
 by retailers and accessible by consumers through a web page. Currently used by more than 100 international brands.

 First
 Look Smart Mirror and Bring Your Own Device. Enables the size recommendations but inside the brick and mortar stores, allowing
 customers to filter the whole physical store by their size and fit. Both as part of a Magic Mirror experience or embedded into the
 buyer's smartphone, our technologies also allow to generate "goes with" and "similar items" recommendations
 to increase up-sell and cross-sell while boosting brand loyalty by creating ultra-personalized shopping experiences.

 Smart
 Catalogue. Helping Product & Design team build the next collections based on actionable data and not just their intuition.
 Our AI acts as an assistant to these teams by analyzing the data generated by the rest our solutions suite, from sizes recommended
 to purchases and returns, including the qualitative feedback generated by our Naiz Community mystery shoppers. Smart Catalogue is
 able to suggest the launch of new sizes, detect new product niches and makes sure brands adapt their assortment to their customer
 base.

 True
 Feedback Allows Marketing and Go To Market teams to use our Naiz Community testers to
 not only try on their garments and report fitting information to our technology, but also
 perform tasks defined by the retailer's teams to unlock key insights from their shopping
 and brand experiences.

 The
following are some select key features of our solutions:

 Integration
 Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms
 and software with their specific business processes and workflows. Our platform has been organically developed from a common code
 base, data structure and user interface, providing a consistent user experience with powerful features that are easily adaptable
 to our clients' needs. The Naiz Fit Platform can be integrated in less than 6 weeks;

 Intuitive
 user experience. Our intuitive, easy-to-use interface is based on current technology, multiple focus groups and automatically
 adapts to users' devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;

 Big
 Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as
 body measurement and package volume which can be used anonymously to help the retailer acquire predictive size information on stocking,
 operations and consumers that may be in between sizes. All the information is being gathered and stored on our servers where it can
 be used by retailers;

 Non-Invasive.
 In taking measurements using our solution, the smartphone camera is not utilized; instead, the measurements are captured
 by scanning the smartphone over the consumer's body or package, thus ensuring greater privacy.

 Our
Growth Strategy

 We
aim to drive revenue primarily through penetration of the U.S., Europe and Latin American markets through a business to business (B2B)
model in the verticals we are targeting. We are pursuing the following growth strategies:

 Sign
 Additional Commercial Agreements with U.S. Retailers. While we are already giving service in the U.S. through our international
 customers selling there, we are in various stages of discussions with U.S. Tier 1 retailers for the deployment of our size recommendation
 and measurement technology with a view to entering into additional commercial agreements with the rest of the Naiz Platform solutions.

 Pursue
 a Two-Pronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct agreements
 with e-commerce websites, we also opened our Partners Program to add a new sales channel. While we seek to directly enter into partnerships
 with companies selling their own apparel, we also started working with key partners for the fashion industry such as Global-e, Scalapay,
 Bcome, BigBlue, Analytical Ways, Retail Rocket, Shippy Pro or Connectif. Furthermore, with the release of our FirstLook Smart Mirror,
 which we are offering to brick and mortar stores to digitize the physical stores, Naiz Fit is now available for online retailers
 utilizing the Magento, SalesForce, WooCoomerce, Shopify, Lightspeed, PrestaShop, Bitrix and Wix platforms and to brick and mortar
 stores through GK Software POS solution.

 Ongoing
 Investment in our Technology Platform. We continue to invest in building new software capabilities and extending our platform
 to bring the power of accurate measurement to a broader range of applications. In particular, we seek not only to deliver size recommendations
 but to provide a robust, end-to-end,artificial intelligence, or AI-driven platform that inspires consumer confidence and drives revenue
 growth by providing a superior consumer journey to both online and the brick and mortar stores.

 Grow
 our database. As the usage of our measurement apps increases, our database of information including user behavior and body
 measurements generates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer
 data mining.

 Identify
 and acquire synergistic businesses. In order to reduce our time to market and obtain complementary technologies, we are seeking
 to acquire technologies and businesses that are synergistic to our product offering. We completed an acquisition of Orgad
 which operates an omnichannel e-commerce platform and Naiz which provides SaaS technology solutions that solve size and fit issues
 for fashion companies.

 Market
Opportunity

 The
global e-commerce market is expected to total $8.8 trillion in 2024, and the industry is expected to grow significantly in the coming
years with no signs of slowing down. Market specialists expect a compound annual growth rate of 15.80% from 2024 to 2029: according to
data from Mordor Intelligence, the market is expected to reach $18.81 trillion by 2029. In addition, it is expected that by 2024, 21.2%
of total retail sales will happen online. While many sectors have found ways to increase revenue through e-commerce, e-commerce is still
plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns, low consumer conversion, and
associated restocking and shipping costs.

 Fashion/Apparel

 Since
the onset of the COVID-19 pandemic, an immense shift to digital was recorded, with 85.9% growth vs. pre-pandemic, according to Mastercard,
and over 2 billion people worldwide who shop online, according to data from Oberlo. In November 2023, online shoppers broke records with
$12.4 billion in spending on Cyber Monday, driving 9.6% year-over-year growth and making the day the biggest online shopping day of all
time, according to Adobe Analytics.

 In
2021, fashion companies invested between 1.6% and 1.8% of their revenues in technology, according to McKinsey, and are expected to double
the investment by 2030 in order to keep up with digital natives and keep a competitive edge. Personalization in e-commerce and hybrid
connectivity in brick-and-mortar retail are two key themes in the future of fashtech, according to McKinsey's 2022 State of Fashion
Technology.

 In
the upcoming years, inflation is expected to impact the fashion world. As prices for goods increase, the challenge will be to inspire
confidence in consumers, via different smart digital tools. Brands will need to embrace creative digital tools and new channels to deepen
customer relationships, and as McKinsey forecasts in their State of Fashion report for 2023, they will need to execute on priorities
such as sustainability and digital acceleration.

 The
global fashion e-commerce market size is expected to grow from $744.4 billion in 2022 to $821.19 billion in 2023 at a compound annual
growth rate of 10.3%. In 2027, the market size is expected to grow to $1,222.32 billion, at a compound annual growth rate of 10.5%, according
to BRC.

 Based
on the importance which shoppers attribute to free shipping - 50% of cart abandonment rate is due to extra shipping costs (Baymard Institute)
- the need for fashion retailers to substantiate the optimal size for a customer, thus minimizing returns, has never been more crucial.

 As
brands move online or significantly expand their online presence, we believe that developing innovative ways to connect with shoppers,
both online and offline, has become a top priority.

 Naiz
Fit

 Naiz
Fit has a unique value proposition, based on a robust subscription B2B SaaS model, by being the only size and fit solution in
the market giving brands an all in-one solution to address not only the ecommerce sizing challenge, but having a solution for each
phase in the garment value chain.

 Figure
1: Screenshot of the Solution Suite of Naiz Fit Platform

 In
2023, we released the Naiz Fit Platform, moving from being a product to a platform with the ability to address many more challenges
that fashion companies are facing throughout their whole value chain, increasing the potential contract value of each lead.

 Figure
2: Diagra showing the data flow and technologies operating all over the value chain of any fashion retailer

 Orgad

 Overview

 Orgad is a technology-enabled consumer products company that uses machine
learning and data analytics to develop, market and sell products in e-commerce retailing in the global markets. Orgad has been operating
as a third-party seller on www.amazon.com since 2016. To date, Orgad has generated practically all of its revenue as
a third-party seller on www.amazon.com and only a negligible amount of revenue from operations on other channels. We
manage more than 5,000 stock-keeping units ("SKUs"). Product categories include footwear, apparels, and accessories. Our primary
strategy is to bring most of our vendors product selections to the customers. We have advanced software that assists us in identifying
product gaps so we can keep such products in stock year-round including the entirety of the last quarter (holiday season) of the calendar
year.

 Business
Model

 There
are three main types of business models on Amazon: wholesale, private label and retail arbitrage. Our business model is wholesale, also
known as reselling, which refers to buying products in bulk directly from the brand or manufacturer at a wholesale price and making a
profit by selling the product on Amazon. We sell merchandise on Amazon and the sales are fulfilled by Amazon. We pay Amazon fees for
allowing us to sell on their platform.

 The
advantages of selling via a wholesale model:

 Purchase
 lower unit quantities with wholesale orders than private label products.

 Selling
 wholesale is less time intensive and easier to scale than sourcing products via retail arbitrage.

 More
 brands will want to work with us because we can provide broader Amazon presence.

 The
challenges of selling via a wholesale model:

 Fierce
 competition on listing for Buy Box on amazon.com (as described below).

 Developing
 and maintaining relationships with brand manufacturers.

 Market
Description/Opportunities

 According
to Statista, total retail sales increased 23% to $7.24 trillion in 2023 from $5.57 trillion in 2020 1. U.S. ecommerce sales
increased 18% to $960.15 billion in 2021 from $811.56 billion in 2020.

 Amazon
accounted for nearly 40% of all e-commerce in the United States and that makes Amazon the biggest ecommerce giant currently in the market.

 Among
more than 2.5 million active third-party sellers on Amazon in 2023 3, we believe we have several competitive advantages:

 We
 have strong operations and sales teams experienced in listing, shipment, advertising, reconciliation
 and sales. By delivering high quality results and enhancing procedures through the process,
 our teams are competitive.

 We
 believe our software system gives us an advantage over our competition. The system is highly
 customized to our business model; it collects and processes large amounts of data every day
 to optimize our operation and sales. Through advanced software, we can identify products that
 we can lead in various categories.

 We
 are focused on three main categories which makes us more competitive in front of
 our suppliers and logistics.

 Research
and Development

 Our
research and development team are responsible for the research, algorithm, design, development, and testing of all aspects of our measurement
platform technology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.

 We
incurred research and development expenses of approximately $1.0 million in 2023 and $1.7 million in 2022, relating to the development
of its applications and technologies. The decrease from the corresponding period primarily resulted from to a decrease in salaries expenses
due to reduced headcount and a decrease in subcontractor expenses.

 In
2023, the R&D department experienced significant success in their efforts to improve the performance of their size recommendation
system. Through a combination of optimized algorithms and the incorporation of cutting-edge technologies, the team was able to achieve
a threefold increase in the system's speed. This breakthrough not only makes the system one of the fastest and most accurate on
the market, but also reduced the operation costs, making it more cost-effective for businesses to use. Additionally, the solution is
now highly scalable, allowing it to easily adapt to the needs of businesses of any size. The R&D team is now focused on further improving
the system and exploring new applications for the technology.

 Proprietary
Rights

 We
rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as
contractual protections, to protect our proprietary technology.

 As
of December 31, 2023, we owned 1 6 issued patents:
six in Europe, four in the U.S., three in Japan two in Canada and one in Israel which expire between January 20, 2033 and August
18, 2036, and we have two additional patent applications in process. As of such date, we do not have any registered
trademarks.

 We
cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since
the validity, enforceability and type of protection of proprietary rights in software-related industries are uncertain and still evolving.

 Despite
our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use
information that we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine
the extent to which piracy of our software products exists, software piracy can be expected to be a persistent problem. In addition,
the laws of some foreign countries do not protect proprietary rights to as great an extent as do the laws of the United States, and effective
copyright, trademark, trade secret and patent protection may not be available in those jurisdictions. Our means of protecting our proprietary
rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.

 Further,
in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights,
particularly in the software and Internet-related industries. We can become subject to intellectual property infringement claims as the
number of our competitors grows and our products and services overlap with competitive offerings. These claims, even if not meritorious,
could be expensive to defend and could divert management's attention from operating our business. If we become liable to third
parties for infringing their intellectual property rights, we could be required to pay a substantial award of damages and to develop
non-infringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We may be
unable to develop non-infringing technology or obtain a license on commercially reasonable terms, if at all.

 Government
Regulation

 We
are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations
may involve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject
are still evolving and being tested in courts and could be interpreted in ways that could harm our business. In addition, the application
and interpretation of these laws and regulations often are uncertain, particularly in the new and rapidly evolving industry in which
we operate. Because global laws and regulations have continued to develop and evolve rapidly, it is possible that we, our products, or
our platform may not be, or may not have been, compliant with each such applicable law or regulation.

 In
particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal
data. Many U.S. states have passed laws requiring notification to data subjects when there is a security breach of personally identifiable
data. There are also a number of legislative proposals pending before the U.S. Congress, various state legislative bodies and foreign
governments concerning data protection. In addition, data protection laws in Europe and other jurisdictions outside the United States
can be more restrictive than those within the United States, and the interpretation and application of these laws are still uncertain
and in flux.

 For
example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for
entities that process personal data about individuals, including obligations to cooperate with European data protection authorities,
implement security measures and keep records of personal data processing activities. Noncompliance with the GDPR can trigger fines equal
to the greater of 20 million or 4% of global annual revenue. In addition, the California Consumer Privacy Act of 2018, or CCPA,
effective as of January 1, 2020, gives California residents expanded rights to access and require deletion of their personal information,
opt out of certain personal information sharing, and receive detailed information about how their personal information is used. The CCPA
provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data
breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines
of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain
cases criminal liability. Current pending legislation may result in a change of the current enforcement measures and sanctions. Given
the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and other applicable laws and regulations
has required significant time and resources, including a review of our technology and systems currently in use against the requirements
of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable
laws and regulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws
and regulations (and member states' implementations thereof) further govern the protection of individuals and of electronic communications.
If our efforts to comply with GDPR or other applicable laws and regulations are not successful, we may be subject to penalties and fines
that would adversely impact our business and results of operations, and our ability to use personal data of individuals could be significantly
impaired.

 Competition

 We
operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the
programing languages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements.
Our competitors include True Fit, Fit analytics and 3DLook.

 The
principal competitive factors in our market include the following:

 High
 Accuracy Size Recommendations: the highest accuracy and the lowest margin of error by combining patented technology including
 AI and ML, size chart or spec data, and Naiz Fit property body data measurement and garment modelling technologies;

 Integration

 Fast
 4-6 week integration including size chart review, product try-ons and sizing mapping

 Easy
 1 line of "all included" script implementation for your ecommerce and a regular product feed is all we need to launch
 Naiz Platform

 Technical
 Advantages

 Very
 small library that weighs 50kb (minimum widget loading time on product page)

 Ultra-Fast
 loading and size recommendation presenting

 Restful
 API option (API integration with any website or app)

 Optimizations

 Adjustments
 of size charts based on performance through try-on tests, purchase and returns analysis

 Widget
 usage analysis by Brands Specialists and BI teams

 Automatic
 pairing of sizing models with products/collections for an SKU-based size recommendation for each individual customer

 User
 Experience

 Easy
 to use interface (10-15 seconds to receive size recommendations)

 to add/deduct questions to/from widget wizards

 Users
 automatically receive size recommendations on all products after initial usage

 Product
 and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;

 Product
 extensibility and ability to integrate with other technology infrastructures;

 Digital
 operations expertise;

 Ease
 of use of products and platform capabilities included in Naiz Platform;

 Total
 cost of ownership;

 Adherence
 to industry standards and certifications;

 Strength
 of sales and marketing efforts internally led and guaranteeing efficiency on acquisition costs;

 Brand
 awareness and reputation boosted by our comprehensive platform focused on fashion; and

 Focus
 on customer success with dedicated team

 We
believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established and emerging companies enter our
markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularly true
as size recommendation for online fashion is a big challenge for the whole industry, making it attractive for new companies to join this
space.

 Many
of our competitors have substantially greater financial, technical, and other resources, greater name recognition, larger sales and marketing
budgets, broader distribution, and larger and more mature intellectual property portfolios.

 Human
Capital Management

 As
of March 9, 2024, we had a total of 25 employees, of which 22 were full-time employees, including 11 in sales and marketing, 4 in
technology and development and 10 in administration and finance.

 None
of our employees are represented by a collective bargaining agreement, nor have we experienced any work stoppage. We consider our relationship
with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualified engineers,
sales and marketing, account management, and senior management personnel.

 We
also believe we have built a strong sales team focused on expanding into new markets through the acquisition of Naiz Fit and our
current team.

 We
believe that our future success will depend, in part, on our continued ability to attract, hire and retain qualified personnel. In particular,
we depend on the skills, experience and performance of our senior management and research personnel. We compete for qualified personnel
with other hi-tech companies, as well as universities and non-profit research institutions.

 We
provide competitive compensation and benefits programs to help meet the needs of our employees. In addition to salaries, these programs
(which vary by country/region and employment classification) include incentive compensation plan, pension, and insurance benefits, paid
time off, among others. We also use targeted equity-based grants with vesting conditions to facilitate retention of personnel, particularly
for our key employees.

 The
success of our business is fundamentally connected to the well-being of our people. Accordingly, we implemented an hybrid work policy
in which the employees can work from home twice a week.

 We
consider our employees to be a key factor to our success and we are focused on attracting and retaining the best employees at all levels
of our business. Inclusion and diversity is a strategic, business priority. We employ people based on relevant qualifications, demonstrated
skills, performance and other job-related factors. We do not tolerate unlawful discrimination related to employment, and strive to ensure
that employment decisions related to recruitment, selection, evaluation, compensation, and development, among others, are not influenced
by race, color, religion, gender, age, ethnic origin, nationality, sexual orientation, marital status, or disability. Continuous monitoring
to ensure pay equity has been a focus in 2023. We have continued to improve gender balance in 2023 with a focus on increasing the representation
of women hired as new college graduates. We are committed to creating a trusting environment where all ideas are welcomed and employees
feel comfortable and empowered to draw on their unique experiences and backgrounds.

 We
consider our relations with our employees to be good.

 Company

 Our
principal executive offices are located at HaYarden 4 St., POB 1026, Airport City, Israel 7010000, and our telephone number is +972-3-600-9030.
Our website address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated
by reference into, nor is it in any way a part of, this Annual Report on Form 10-K.

 We
use our website ( www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel
may be deemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and
public conference calls and webcasts. The contents of our website are not, however, a part of this Annual Report on Form 10-K.

 Corporate
History

 We
were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our
name to Knowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc. In 2020, we created a subsidiary
in the Russian Federation, My Size LLC.

 From
inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology for interventional
cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquired
Metamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for
the rehabilitation of tissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire
ownership interest in Metamorefix.

 In
September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which
Mr. Luzon purchased 70,238 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and
outstanding capital stock of the Company at such time, thus becoming a controlling shareholder of the Company. In connection with the
acquisition, Mr. Luzon reached a settlement with our then creditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a
total sum of approximately $140,000 in consideration for a full and final waiver of any and all his claims that he may have relating
to any monetary indebtedness of the Company to the creditors.

 In
February 2014, My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement, with Shoshana
Zigdon, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us of certain
rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application
that had been filed by the Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to
Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with value-added tax in accordance
with the law for a period of seven years from the end of the development period of the aforementioned venture. In addition to the foregoing,
the Purchase Agreement provided that all developments, improvements, knowledge and know-how developed and/or accumulated by us after
the execution of the Purchase Agreement will be owned by us. Further, Ms. Zigdon agreed not to compete, directly or indirectly, with
us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.

 On
May 26, 2021, we, My Size Israel, and Ms. Zigdon entered into an Amendment to Purchase Agreement, or the Amendment, which made certain
amendments to the Purchase Agreement. Pursuant to the Amendment, Ms. Zigdon agreed to irrevocably waive (i) the right to repurchase certain
assets related to the collection of data for measurement purposes that My Size Israel acquired from Ms. Zigdon under the Purchase Agreement
and upon which our business is substantially dependent, or the Assets, and (ii) all past, present and future rights in any of the intellectual
property rights sold, transferred and assigned to My Size Israel under the Purchase Agreement and any modifications, amendments or improvements
made thereto, including, without limitation, any compensation, reward or any rights to royalties or to receive any payment or other consideration
whatsoever in connection with such intellectual property rights, or the Waiver. In consideration of the Waiver, we issued 100,000 shares
of common stock to Ms. Zigdon.

 In February 2022, we completed the acquisition of Orgad and in October 2022, we completed the acquisition of Naiz
Fit.

 In
September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with
the SEC. In August 2012, we suspended our reporting obligations. In mid-2015 we resumed reporting as a public company. On July 25, 2016,
our common stock began publicly trading on the Nasdaq Capital Market, or Nasdaq, under the symbol "MYSZ".

 On December 27, 2023 our shareholders approved a voluntary delisting of our common stock from trading on the TASE.
On January 11, 2024, the TASE issued a notice confirming our request to delist our common stock from the TASE, noting that the last day
of trading of our common stock on the TASE will be with the last day of trading on March 27, 2024 and that the delisting our common stock
is expected to take effect on March 31, 2024. All of the shares of our common stock on the TASE are expected to be transferred to the
Nasdaq where they will continue to be traded.

 ITEM
1A. RISK FACTORS

 An
investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other
information in this Annual Report on Form 10-K before investing in our common stock. Our business and results of operations could be
seriously harmed by any of the following risks. The risks set out below are not the only risks we face. Additional risks and uncertainties
not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition
and/or operating results. If any of the following events occur, our business, financial condition and results of operations could be
materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all or part
of your investment.

 Summary
Risk Factors

 The
principal factors and uncertainties that make investing in our ordinary shares risky, include, among others:

 Risks
Related to Our Financial Position and Capital Requirements

 We
 have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.

 It
 is difficult to forecast our future performance, which may cause our financial results to fluctuate unpredictably.

 We
 will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be
 highly dilutive and may cause the market price of our common stock to decline.

 The
 report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our
 ability to continue as a going concern.

 Risks
Related to Our Company and Our Business

 The
 market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers
 and online third-party resellers adopting our flagship product, MySizeID.

 Failure
 to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broader
 market acceptance of our products.

 We
 expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement,
 which may make it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those
 customers.

 We acquired Orgad and Naiz and may in the future engage in additional acquisitions, joint ventures or collaborations which
 may increase our capital requirements, dilute our shareholders, cause us to incur debt or assume contingent liabilities, and subject
 us to other risks. We may not realize the benefits of these acquisitions, joint ventures or collaborations.

 If
 we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations
 and financial condition may be adversely affected.

 If
 we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of
 operations and financial condition could be adversely affected.

 The
 mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile device
 applications and custom development services.

 Our
 growth depends, in part, on the success of our strategic relationships with third parties.

 Changes
 in economic conditions could materially affect our business, financial condition and results of operations.

 We
 rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.

 We
 rely on third-party hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or
 significant interruption in our network or hosting and cloud services could adversely impact our operations and harm our business.

 Real
 or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.

 We
 could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal
 data.

 A
 material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.

 Our
 products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy,
 data protection and information security, and our customers may be subject to regulations related to the handling and transfer of
 certain types of sensitive and confidential information. Any failure of our products to comply with or enable our customers to comply
 with applicable laws and regulations would harm our business, results of operations and financial condition.

 We
 may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely
 affect our business.

 We
 may face intense competition and expect competition to increase in the future, which could limit us in developing a customer base
 and generating revenue.

 Our
 business operations and future development could be significantly disrupted if we lose key members of our management team.

 If
 we are able to expand our operations, we may be unable to successfully manage our future growth.

 Risks
Related to Our Operations in Israel

 Our
 headquarters and most of our operations are located in Israel, and therefore, political, economic and military conditions in Israel
 may affect our operations and results.

 Risks
Related to Our Common Stock

 A
 more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.

 Our
 business, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditions
 and adverse developments with respect to financial institutions and associated liquidity risk;

 Sales
 by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market
 price of our common stock.

 Our
 securities are traded on more than one market which may result in price variations.

 We
 are a former "shell company" and as such are subject to certain limitations not generally applicable to other public
 companies.

 Risks
Related to Our Financial Position and Capital Requirements

 We
have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.

 We
realized a net loss of approximately $6.4 million and $8.3 million for the years ended December 31, 2023 and 2022 and had an accumulated
deficit of $60 million as of December 31, 2023. Because of the numerous risks and uncertainties associated with the development and commercialization
of our products and business, we are unable to predict the extent of any future losses or when we will become profitable, if at all.
Expected future operating losses will have an adverse effect on our cash resources, shareholders' equity and working capital. Our
failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital, expand our business,
maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your
investment in us.

 It
is difficult to forecast our future performance, which may cause our financial results to fluctuate unpredictably.

 We
have been developing measurement technology since 2014. Since then, our operating history has been primarily limited to research and
development, pilot studies, raising capital, and more recently acquisitions and sales and marketing efforts. Because we do not yet
have an established commercial operating history, and because the market for our products may rapidly evolve, it is hard for us to
predict our future performance. Therefore, it may be difficult to evaluate our business and prospects. We have not yet demonstrated
an ability to profitably commercialize our products. Consequently, any predictions about our future performance may not be accurate,
and you may not be able to fully assess our ability to complete development and/or commercialize our products, and any future
products.

 We
will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly
dilutive and may cause the market price of our common stock to decline.

 Based
on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10-K, our existing cash is insufficient
to fund operations for a period of more than 12 months. As a result, there is substantial doubt about our ability to continue as a going
concern. In order to meet our business objectives in the future, we will need to raise additional capital, which may not be available
on reasonable terms or at all. Additional capital would be used to accomplish the following:

 finance
 our current operating expenses;

 pursue
 growth opportunities;

 hire
 and retain qualified management and key employees;

 respond
 to competitive pressure;

 comply
 with regulatory requirements; and

 maintain
 compliance with applicable laws.

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

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

 Management
has concluded that there is substantial doubt about our ability to continue as a going concern which could prevent us from obtaining
new financing on reasonable terms or at all.

 We
have incurred significant losses and negative cash flows from operations and have an accumulated deficit that raises substantial doubt
about its ability to continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2023
were prepared under the assumption that we would continue our operations as a going concern. Our independent registered public accounting
firm has included a "going concern" explanatory paragraph in its report on our financial statements for the year ended December
31, 2023. If we are unable to improve our liquidity position, by, among other things, raising capital through public or private offerings
or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannot continue as a
viable entity, our shareholders would likely lose most or all of their investment in us.

 Risks
Related to Our Company and Our Business

 The
market for our measurement technology is new and unproven, may experience limited growth.

 The
market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe
that our future success will depend in large part on market adoption of Naiz Fit and
online third-party resellers. In order to grow our business, we intend to focus on educating retailers and resellers and other potential
customers about the benefits of our measurement technology, expanding the functionality of our products and bringing new products to
market to increase market acceptance and use of our technology. Our ability to develop and expand the market that our products address
depends upon a number of factors, including the cost savings, performance and perceived value associated with such products. The market
for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of
consumer acceptance, technological challenges, competing products and services, weakening economic conditions and other causes. We may
never successfully commercialize our products and if our products fail to achieve market acceptance, this would have a material adverse
effect on our business, results of operations and financial condition.

 Failure
to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broader
market acceptance of our products.

 Our
ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus
and train our sales and marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S.
sales force. We believe that there is significant competition for experienced sales professionals with the skills and industry knowledge
that we require. Our ability to achieve significant revenue growth in the future will depend, in part, on our ability to recruit, train
and retain a sufficient number of experienced sales professionals, particularly those with experience selling to U.S. retailers. In addition,
even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achieve
full productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales
efforts, we cannot predict whether, or to what extent, our sales efforts will be successful.

 We
expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement,
which may make it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.

 In
this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers,
including security, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products
on a limited basis, before they will commit to deploying our products at scale, they often require extensive education about our products
and significant customer support time, engage in protracted pricing negotiations and seek to secure readily available development resources.
As a result, it is difficult to predict when we will obtain new customers and begin generating revenue from these customers. As part
of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospective customer and before
we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our sales
efforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change
negatively, it is possible that no definitive agreement will be executed, and we will be unable to recover any of these expenses. If
we are not successful in targeting, supporting and streamlining our sales processes and if revenue expected to be generated from a prospective
customer is not realized in the time period expected or not realized at all, our ability to grow our business, and our operating results
and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower than expected, which
would have an adverse impact on our operating results and could cause our stock price to decline.

 We acquired Orgad and Naiz and may in the future engage in additional acquisitions, joint ventures or collaborations which may
increase our capital requirements, dilute our shareholders, cause us to incur debt or assume contingent liabilities, and subject us to
other risks. We may not realize the benefits of these acquisitions, joint ventures or collaborations.

 In
order to reduce time to market and obtain complementary technologies, we are seeking to acquire technologies and businesses that are
synergistic to our product offering. For example, during 2022, we acquired Orgad, which operates an omnichannel e-commerce
platform, and Naiz Fit, which provides SaaS technology solutions that solve size and fit issues for fashion ecommerce companies. We
evaluate from time to time various acquisitions and collaborations, including licensing or acquiring technologies,
intellectual property rights, or businesses. The process for acquiring a company may take from several months up to a year and costs
can vary greatly. We may also compete with others to acquire companies, and such competition may result in decreased availability
of, or an increase in price for, suitable acquisition candidates. In addition, we may not be able to consummate acquisitions or
investments that we have identified as crucial to the implementation of our strategy for other commercial or economic reasons. As a
result, it may be more difficult for us to identify suitable acquisition or investment targets or to consummate acquisitions or
investments on acceptable terms or at all. If we are not able to execute on any acquisition, we may not be able to achieve a future
growth strategy and may lose market share.

 In
addition, the acquisition of Orgad, Naiz Fit and any potential future acquisition, joint venture or collaboration may entail
numerous potential risks, including:

 increased
 operating expenses and cash requirements;

 the
 assumption of additional indebtedness or contingent liabilities;

 assimilation
 of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new
 personnel;

 the
 diversion of our management's attention from our existing programs and initiatives in pursuing such a strategic merger or acquisition;

 retention
 of key employees, the loss of key personnel, and uncertainties in our ability to maintain key business relationships;

 risks
 and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing
 technologies; and

 our
 inability to generate revenue from acquired technologies or products sufficient to meet our objectives in undertaking the acquisition
 or even to offset the associated acquisition and maintenance costs.

 All
of the foregoing risks may be magnified as the cost, size or complexity of an acquisition or acquired company increases, or where the
acquired company's products, market or business are materially different from ours, or where more than one integration is occurring
simultaneously or within a concentrated period of time. We may not be able to obtain the necessary regulatory approvals, including those
of antitrust authorities and foreign investment authorities, in countries where we seek to consummate acquisitions or make investments.
For those and other reasons, we may ultimately fail to consummate an acquisition, even if we announce the intended acquisition.

 In
addition, we may require significant financing to complete an acquisition or investment, whether through bank loans, raising of equity
or debt or otherwise. We cannot assure you that such financing options will be available to us on reasonable terms, or at all. If we
are not able to obtain such necessary financing, it could have an impact on our ability to consummate a substantial acquisition or investment
and execute a future growth strategy. Alternatively, we may issue a significant number of shares as consideration for an acquisition,
which would have a dilutive effect on our existing shareholders. For example, in partial consideration for the acquisition of Orgad,
we agreed to issue up to 111,602 shares of our common stock and in the Naiz acquisition we issued 240,000 shares of our common stock.
Furthermore, if we undertake acquisitions, we may incur large one-time expenses and acquire intangible assets that could result in significant
future amortization expense.

 If
we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations
and financial condition may be adversely affected.

 We
believe that enhancing the "Naiz Fit" brand identity and increasing market awareness of our company and products, is
critical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely
affected by a lack of awareness or acceptance of our brand. To the extent that we are unable to foster name recognition and affinity
for our brand, our growth may be significantly delayed or impaired. The successful promotion of our brand will depend largely on our
continued marketing efforts, market adoption of our products, and our ability to successfully differentiate our products from
competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident that erodes
consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or
experience a reduction in quality, or in any way believe we fail to deliver a consistently positive experience, our brand value
could suffer and our business may be adversely affected.

 In
particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures,
sometimes for prolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain
months, such as December. Adverse weather conditions during our most favorable months or periods may exacerbate the effect of adverse
weather on consumer traffic and may cause fluctuations in our operating results from quarter-to-quarter within a fiscal year.

 If
we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operations
and financial condition could be adversely affected.

 Our
ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage
of our products and introduce new products. The success of any enhancements or new products depends on several factors, including timely
completion, adequate quality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we
develop may not be introduced in a timely or cost-effective manner, may contain errors or defects, may have interoperability difficulties
with our platform or other products or may not achieve the broad market acceptance necessary to generate significant revenue. Furthermore,
our ability to increase the usage of our products depends, in part, on the development of new use cases for our products and may be outside
of our control. If we are unable to successfully enhance our existing products to meet evolving customer requirements, increase adoption
and usage of our products, develop new products, then our business, results of operations and financial condition would be adversely
affected.

 The
mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and
custom development services.

 We
must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is
characterized by rapid technological change, changes in user requirements and preferences, frequent new product and services introductions
embodying new technologies and the emergence of new industry standards and practices that could render our products obsolete. Our success
will depend, in part, on our ability to both internally develop and enhance our existing products, develop new products that address
the increasingly sophisticated and varied needs of our customers, and respond to technological advances and emerging industry standards
and practices on a cost-effective and timely basis. The development of our technology involves significant technical and business risks.
We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customer requirements or emerging
industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, we
may not be able to increase our revenue and expand our business.

 Changes
in economic conditions could materially affect our business, financial condition and results of operations.

 Because
our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumer
discretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses,
personal bankruptcies and reductions in access to credit and reduced consumer confidence, may impact consumers' ability and willingness
to spend discretionary dollars. In addition, volatile economic conditions may repress consumer confidence and discretionary spending.
Any of the foregoing may have a material adverse effect on our business, financial condition and results of operations.

 Our
growth depends, in part, on the success of our strategic relationships with third parties.

 To
grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third-party
platforms. Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If
we are unsuccessful in establishing or maintaining our relationships with third parties, our ability to compete in the marketplace or
to grow our revenue could be impaired, and our results of operations may suffer. Even if we are successful, we cannot assure you that
these relationships will result in increased customer usage of our products or increased revenue.

 We
rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.

 We currently utilize, and plan on continuing to utilize over the current fiscal year, third-party networking providers
and distribution through companies including, but not limited to, Magento, SalesForce, WooCoomerce, Shopify, Lightspeed, PrestaShop, Bitrix
and Wix to distribute our technologies. If disruptions or capacity constraints occur, we may have no means of replacing these services,
on a timely basis or at all. This could cause a material adverse condition for our operations and financial earnings.

 We
rely on third-party hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significant
interruption in our network or hosting and cloud services could adversely impact our operations and harm our business.

 Our
technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed
system, or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements
of this system are operated by third-parties that we do not control and which would require significant time to replace. We expect this
dependence on third-parties to continue. In particular, a significant portion, if not almost all data storage, data processing and other
computing services and systems is hosted by cloud computing providers. Any disruptions, outages and other performance problems relating
to such services, including infrastructure changes, human or software errors and capacity constraints, could adversely impact our business,
financial condition or results of operations.

 Real
or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.

 We
update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products
until after they are deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in
our products and anticipate that certain of these errors, failures and bugs will only be discovered and remediated after deployment.
Real or perceived errors, failures or bugs in our platform could result in negative publicity, government inquiries, loss of or delay
in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained by them. In such an event,
we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct the
problem.

 We
could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.

 In
connection with the operation of our business, we store, process and transmit data, including personal and payment information, about
our employees and customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive
or confidential data may occur through a variety of methods. These include, but are not limited to, systems failure, employee negligence,
fraud or misappropriation, or unauthorized access to or through our information systems, whether by our employees or third parties, including
a cyberattack by computer programmers, hackers, members of organized crime and/or state-sponsored organizations, who may develop and
deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm our reputation and subject us
to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,
resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other
practices we and our third-party vendors follow may not prevent the improper access to, disclosure of, or loss of such information. The
potential risk of security breaches and cyberattacks may increase as we introduce new products and offerings. Further, data privacy is
subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions in which we provide services.
Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personal information or other
privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability
or impairment to our reputation in the marketplace.

 A
material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.

security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the
Internet, and the increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other
external parties, some of which may be linked to terrorist organizations or hostile foreign governments. For example, a cybercriminal
could use cybersecurity threats to gain access to sensitive information about another company or to alter or disrupt news or information
to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and include malicious software, ransomware, attempts
to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in critical systems, unauthorized
release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person
who circumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations.
We incur significant costs to protect against security breaches, and may incur significant additional costs to alleviate problems caused
by any breaches. Our failure to prevent security breaches, or well-publicized security breaches affecting the Internet in general, could
significantly harm our reputation and business and financial results.

 Our
products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy,
data protection and information security, and our customers may be subject to regulations related to the handling and transfer of certain
types of sensitive and confidential information. Any failure of our products to comply with or enable our customers to comply with applicable
laws and regulations would harm our business, results of operations and financial condition.

 We
and our customers that use our products may be subject to privacy- and data protection-related laws and regulations that impose obligations
in connection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal
and various state and foreign governments have adopted or proposed limitations on, or requirements regarding, the collection, distribution,
use, security and storage of personally identifiable information of individuals. The U.S. Federal Trade Commission and numerous state
attorneys general are applying federal and state consumer protection laws to impose standards on the online collection, use and dissemination
of data, and to the security measures applied to such data.

 Similarly,
many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and
use of personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction,
which are often more restrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection,
use, storage, disclosure and security of personally identifiable information that identifies or may be used to identify an individual,
such as names, telephone numbers, email addresses and, in some jurisdictions, IP addresses and other online identifiers.

 For
example, the GDPR, which took full effect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires
service providers (data processors) processing personal data on behalf of customers to cooperate with European data protection authorities,
implement security measures and keep records of personal data processing activities. Noncompliance with the GDPR can trigger fines equal
to or greater of 20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1, 2020, gives California
residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing,
and receive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations,
as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further, failure to comply
with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority,
may expose us to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending
legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations
in additional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts
to comply with GDPR, CCPA or other applicable laws and regulations are not successful, we may be subject to penalties and fines that
would adversely impact our business and results of operations, and our ability to conduct business could be significantly impaired.

 Additionally,
although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, they
may be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other
regulatory requirements, contractual commitments or our internal practices. We also may be bound by contractual obligations relating
to our collection, use and disclosure of personal, financial and other data or may find it necessary or desirable to join industry or
other self-regulatory bodies or other privacy- or data protection-related organizations that require compliance with their rules pertaining
to privacy and data protection.

 We
expect that there will continue to be new proposed laws, rules of self-regulatory bodies, regulations and industry standards concerning
privacy, data protection and information security in the United States, the European Union and other jurisdictions, and we cannot yet
determine the impact such future laws, rules, regulations and standards may have on our business. Moreover, existing U.S. federal and
various state and foreign privacy- and data protection-related laws and regulations are evolving and subject to potentially differing
interpretations, and various legislative and regulatory bodies may expand current or enact new laws and regulations regarding privacy-
and data protection-related matters. Because global laws, regulations and industry standards concerning privacy and data security have
continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant
with each such applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may
impact our business and practices, require us to expend significant resources to adapt to these changes, or to stop offering our products
in certain countries. These developments could adversely affect our business, results of operations and financial condition.

 We
may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect
our business.

 Our
ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks,
service marks and other proprietary intellectual property, including our names and logos. We currently have no registered
trademarks. While we plan to register a number of our trademarks; however, no assurance can be given that our trademark applications
will be approved. As of December 31, 2023, we own 16 issued patents: six in Europe, four in the U.S., three in Japan, two in Canada
and one in Israel which expire between January 20, 2033 and August 18, 2036, and we have two additional patent applications in
process. As of such date, we do not have any registered trademarks., No assurance can be given that our patent applications which
are in process will be approved. If our patent applications are not approved, our ability to expand or develop our business may be
negatively affected.

 Third
parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event
that our trademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology,
which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands and
products.

 If
our efforts to register, maintain and protect our intellectual property are inadequate, or if any third-party misappropriates, dilutes
or infringes on our intellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business
and might prevent our brands from achieving or maintaining market acceptance. We may also face the risk of claims that we have infringed
third parties' intellectual property rights. If third parties claim that we infringe upon their intellectual property rights, our
operating profits could be adversely affected. Any claims of intellectual property infringement, even those without merit, could be expensive
and time consuming to defend, require us to rebrand our services, if feasible, divert management's attention and resources or require
us to enter into royalty or licensing agreements in order to obtain the right to use a third-party's intellectual property.

 Any
royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement
against us could result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the
sale of certain products or services, any of which could have a negative impact on our operating profits and harm our future prospects.

 We
may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base
and generating revenue.

 We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure,
AR MeasureKit, Smart Measure andFit Analytics and 3DLook. These companies may already have an established market in our industry. Most
of these companies have significantly greater financial and other resources than us and have been developing their products and services
longer than we have been developing ours.

 In
addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other
products or incorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing
our products. Potential customers may also prefer to purchase from their existing solution providers rather than a new solution provider
regardless of product performance or features. These larger competitors often have broader product lines and market focus and will therefore
not be as susceptible to downturns in a particular market. Conditions in our market could change rapidly and significantly as a result
of technological advancements, partnering by our competitors or continuing market consolidation. New start-up companies that innovate
and large competitors that are making significant investments in research and development may invent similar or superior products and
technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may
establish or strengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead
to pricing pressure and our loss of any future market share and could result in a competitor with greater financial, technical, marketing,
service and other resources, all of which could harm our ability to compete. Furthermore, organizations may be more willing to incrementally
add solutions to their existing infrastructure from competitors than to replace their existing infrastructure with our products. Any
failure to meet and address these factors could harm our business, results of operations and financial condition.

 Our
business operations and future development could be significantly disrupted if we lose key members of our management team.

 The
success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees,
both individually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate
Ronen Luzon, our Chief Executive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive
Officer, senior officers or other key employees could have a material adverse effect on our business and plans for future development.
We have no reason to believe that we will lose the services of any of these individuals in the foreseeable future; however, we currently
have no effective replacement for any of these individuals due to their experience, reputation in the industry and special role in our
operations. We also do not maintain any key man life insurance policies for any of our employees.

 If
we are able to expand our operations, we may be unable to successfully manage our future growth.

 Our
growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial
and other resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting,
international, technical, and other professionals. Any failure to expand these areas and implement appropriate procedures and controls
in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect on our business, results
of operations and financial condition.

 Our
business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.

 The
success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted
in the local language. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business
operations and financial conditions. Additionally, contracts, communications and complex technical information must be accurately translated
into foreign languages.

 We
will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States
and in Israel.

 We
will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States
and in Israel. Although we will incur costs each year associated with being a publicly-traded company, it is possible that our actual
costs of being a publicly-traded company will vary from year to year and may be different than our estimates. In estimating these costs,
we take into account expenses related to insurance, legal, accounting and compliance activities.

 Furthermore,
the need to maintain the corporate infrastructure demanded of a public company may divert management's attention from implementing
our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made,
and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our
reporting obligations as a U.S. publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations
as a publicly traded company.

 Any
future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.

 From
time to time, we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks
associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant
periods of time. Subject to certain exceptions, our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation,
and Amended and Restated Bylaws, or Bylaws, require us to indemnify and advance expenses to our officers and directors involved in legal
proceedings. To date we have obtained directors and officers' liability, or D&O, insurance to cover some of the risk exposure
for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expenses
including attorneys' fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There
can be no assurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate
to cover such expenses should such a lawsuit occur. Without D&O insurance, the amounts we would pay to indemnify our officers and
directors should they be subject to legal action based on their service to us could have a material adverse effect on our financial condition,
results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and, among other things,
divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a material
adverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially
in future periods. Further, any settlement announced by us may expose us to further claims against us by third parties seeking monetary
or other damages which, even if unsuccessful, would divert management attention from the business and cause us to incur costs, possibly
material, to defend such matters, which could have a material adverse impact on our financial position. See "Legal Proceedings"
for more information regarding our involvement in ongoing litigation matters.

 Federal,
state and local or Israeli tax rules may adversely impact our results of operations and financial position.

 We
are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although
we believe our tax estimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we
have taken on our tax returns, we could face additional tax liability, including interest and penalties. If material, payment of such
additional amounts upon final adjudication of any disputes could have a material impact on our results of operations and financial position.
In addition, complying with new tax rules, laws or regulations could impact our financial condition, and increases to federal or state
statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effective
tax rate could have a material impact on our financial results.

 A
significant majority of Orgad's revenue is from sales of products on Amazon's U.S. Marketplace and any change, limitation
or restriction on our ability to operate on Amazon's platform or any other marketplace could have a material adverse impact to
our business, results of operations, financial condition and prospects.

 Orgad,
our wholly owned subsidiary, operates an omnichannel e-commerce platform engaged in online retailing in the global market. It operates
as a third-party seller on Amazon.com, eBay and others. A substantial percentage of Orgad's revenue is driven by sales on Amazon's
U.S. marketplace and Orgad is subject to terms of service of Amazon and other maketplaces and various other seller policies and services
that apply to third parties selling products on Amazon and other marketplaces. Generally, a marketplace has the right to terminate or
suspend its agreement with Orgad at any time and for any reason. Such marketplace may take other actions against Orgad such as suspending
or terminating a seller account or product listing and withholding payments owed to Orgad indefinitely. For example, in July 2022, Amazon
deactivated Orgad's Amazon U.S. store as a result of complaints submitted due to an error in the listed manufacturer of certain
products on Orgad's store. Although its account was subsequently reinstated in September 2022, if the deactivation were to occur
in the future for a prolonged period of time, or if Amazon were to terminate Orgad's account, this would have a material adverse
effect on our business, results of operations, financial condition and prospects. While Orgad endeavors to materially comply with the
terms of services of the marketplaces on which it operates, we can provide no assurance that these marketplaces will have the same determination
with respect to our compliance.

 In
addition, Amazon and other marketplaces can make changes to its platform that could require Orgad to change the manner in which it operates,
limit its ability to successfully launch new products or increase its costs to operate and such changes could have an adverse effect
on our business, results of operations, financial condition and prospects. Examples of changes that could impact us relate to platform
fee charges (i.e., selling commissions), exclusivity, inventory warehouse availability, excluded products and limitations on sales and
marketing. Any change, limitation or restriction on our ability to sell on Amazon's platform or any other marketplace, even if
temporary, could have a material impact on our business, results of operations, financial condition and prospects.

 Orgad
also relies on services provided by Amazon's fulfillment platform, including Prime Certification, which provides for expedited
shipping to the consumer, an important aspect in the buying decision for consumers. For products that Orgad fulfills itself, Orgad is
qualified to offer our products for sale with Prime Certification delivery. Any inability to market our products for sale with expedited
delivery provided under Prime Certification could have a material impact on our business, results of operations, financial condition
and prospects. Failure to remain compliant with the best fulfillment practices on Amazon's platform could have a material impact
on our business, results of operations, financial condition and prospects. In addition, due to the COVID-19 pandemic, Amazon has changed
the amount of inventory it accepts per product for a period of time. If this were to continue it could cause us to miss sales and/or
pay additional shipping costs which would harm our business operations and financial conditions.

 Orgad's
business depends on its ability to build and maintain strong product listings on e-commerce platforms. Orgad may not be able to maintain
and enhance our product listings if it receives unfavorable customer complaints, negative publicity or otherwise fails to live up to
consumers' expectations, which could materially adversely affect our business, results of operations and growth prospects.

 Maintaining
and enhancing Orgad's product listings is critical in expanding and growing its business. However, a significant portion of Orgad's
perceived performance to the customer depends on third parties outside of its control, including suppliers and third-party delivery agents
as well as online retailers such as Amazon and eBay. Because Orgad's agreements with its online retail partners are generally terminable
at will, it may be unable to maintain these relationships, and our results of operations could fluctuate significantly from period to
period. Because Orgad relies on third parties to deliver its products, it is subject to shipping delays or disruptions caused by inclement
weather, natural disasters, labor activism, health epidemics or bioterrorism. It may also experience shipping delays or disruptions due
to other carrier-related issues relating to their own internal operational capabilities. Further, Orgad relies on the business continuity
plans of these third parties to operate during pandemics, like the COVID-19 pandemic, and it has limited ability to influence their plans,
prevent delays, and/or cost increases due to reduced availability and capacity and increased required safety measures.

 Customer
complaints or negative publicity about its products, delivery times, or marketing strategies, even if not accurate, especially on blogs,
social media websites and third-party market sites, could rapidly and severely diminish consumer view of Orgad's product listings
and result in harm to its brand. Customers may also make safety-related or other types of claims regarding products sold through our
online retail partners, such as Amazon, which may result in an online retail partner removing the product from its marketplace. We also
use and rely on other services from third parties, such as our telecommunications services, and those services may be subject to outages
and interruptions that are not within our control.

 Orgad
faces risks related to successfully optimizing and operating its fulfillment and customer service operations.

 Failures
to adequately predict customer demand or otherwise optimize and operate its fulfillment and customer service operations successfully
from time to time result in excess or insufficient fulfillment or customer service capacity, increased costs, and impairment charges,
any of which could materially harm our business. As Orgad continues to add fulfillment and customer service capability or add new businesses
with different requirements, its fulfillment and customer service operations become increasingly complex and operating them becomes more
challenging. There can be no assurance that Orgad will be able to operate our operations effectively.

 In
addition, failure to optimize inventory in our fulfillment operations increases net shipping cost by requiring long-zone or partial shipments.
Orgad may be unable to adequately staff its fulfillment and customer service operations. Orgad's failure to properly handle such
inventory or to accurately forecast product demand may result in it being unable to secure sufficient storage space or to optimize its
fulfillment operations or cause other unexpected costs and other harm to our business and reputation.

 Orgad
relies on a limited number of shipping companies to deliver inventory to it and completed orders to our customers. The inability to negotiate
acceptable terms with these companies or performance problems or other difficulties experienced by these companies could negatively impact
our operating results and customer experience. In addition, Orgad's ability to receive inbound inventory efficiently and ship completed
orders to customers also may be negatively affected by natural or man-made disasters, extreme weather, geopolitical events and security
issues, labor or trade disputes, and similar events.

 The
variability in Orgad's retail business places increased strain on its operations.

 Demand
for Orgad's product listings can fluctuate significantly for many reasons, including as a result of seasonality, promotions, product
launches, or unforeseeable events, such as in response to natural or man-made disasters, extreme weather, or geopolitical events. For
example, Orgad expects a disproportionate amount of our retail sales to occur during our fourth quarter. Failure to stock or restock
popular products in sufficient amounts such that Orgad fails to meet customer demand could significantly affect our revenue and our future
growth. If too many customers access the websites on which Orgad engages in online retailing within a short period of time due to increased
demand, Orgad may experience system interruptions that make the websites unavailable or prevent us from efficiently fulfilling orders,
which may reduce the volume of goods its offers or sell and the attractiveness of its products. In addition, Orgad may be unable to adequately
staff for fulfillment of orders and customer service during these peak periods and delivery and other fulfillment companies and customer
service co-sourcers may be unable to meet the seasonal demand.

 Our
business is subject to the risks of earthquakes, fire, power outages, floods, health risks and other catastrophic events, and to interruption
by man-made problems such as terrorism.

 Natural
disasters, such as fire or floods, a significant power outage, telecommunications failure, terrorism, an armed conflict, cyberattacks,
epidemics and pandemics such as COVID-19, or other geo-political unrest could affect our supply chain, manufacturers, logistics providers,
channel partners, or end-customers or the economy as a whole and such disruption could impact us and the shipments and sales. These risks
may be further increased if the disaster recovery plans for us and our suppliers prove to be inadequate. To the extent that any of the
above should result in delays or cancellations of customer orders, the loss of customers, or the delay in the deployment or shipment
of products, our business, financial condition, and operating results would be adversely affected.

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

 Our
business could be negatively impacted by unsolicited takeover proposals, by shareholder activism or by proxy contests relating to the
election of directors or other matters.

 Our
business could be negatively affected as a result of an unsolicited takeover proposal, by shareholder activism or a proxy contest. During
2021, an activist shareholder sought to make changes to our board of directors, among other matters, which ultimately resulted in us
entering into a settlement agreement with the activist shareholder and another shareholder, and for which considerable costs were incurred
and absorbed significant time and attention by management and the board of directors. A future proxy contest, unsolicited takeover proposal,
or other shareholder activism relating to the election of directors or other matters would most likely require us to incur significant
legal fees and proxy solicitation expenses and require significant time and attention by management and our Board of Directors. The potential
of a proxy contest, unsolicited takeover proposal, or other shareholder activism could interfere with our ability to execute our strategic
plan, give rise to perceived uncertainties as to our future direction, result in the loss of potential business opportunities or make
it more difficult to attract and retain qualified personnel, any of which could materially and adversely affect our business and operating
results.

 Environmental,
social and corporate governance (ESG) issues, including those related to climate change and sustainability, may have an adverse effect
on our business, financial condition and results of operations and damage our reputation.

 There
is an increasing focus from certain investors, customers, consumers, employees and other stakeholders concerning ESG matters. Additionally,
public interest and legislative pressure related to public companies' ESG practices continue to grow. If our ESG practices fail
to meet regulatory requirements or investor, customer, consumer, employee or other shareholders' evolving expectations and standards
for responsible corporate citizenship in areas including environmental stewardship, support for local communities, Board of Director
and employee diversity, human capital management, employee health and safety practices, product quality, supply chain management, corporate
governance and transparency, our reputation, brand and employee retention may be negatively impacted, and our customers and suppliers
may be unwilling to continue to do business with us.

 Customers,
consumers, investors and other shareholders are increasingly focusing on environmental issues, including climate change, energy and water
use, plastic waste and other sustainability concerns. Concern over climate change may result in new or increased legal and regulatory
requirements to reduce or mitigate impacts to the environment. Changing customer and consumer preferences or increased regulatory requirements
may result in increased demands or requirements. Complying with these demands or requirements could cause us to incur additional manufacturing,
operating or product development costs.

 If
we do not adapt to or comply with new regulations, including the SEC's recently adopted rules that would require companies to
provide expanded climate-related disclosures in their periodic reporting, which may require us to incur significant additional
costs to comply and impose increased oversight obligations on our management and board of directors, or fail to meet evolving investor,
industry or stakeholder expectations and concerns regarding ESG issues, investors may reconsider their capital investment in our company,
we may become subject to penalties, and customers and consumers may choose to stop purchasing our products, if approved for commercialization,
which could have a material adverse effect on our reputation, business or financial condition.

 Our
business, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditions
and adverse developments with respect to financial institutions and associated liquidity risk.

 Our
business depends on the economic health of the global economies. If the conditions in the global economies remain uncertain or continue
to be volatile, or if they deteriorate, including as a result of the impact of military conflict, such as the war between Russia and
Ukraine, terrorism or other geopolitical events, our business, operating results and financial condition may be materially adversely
affected. Economic weakness, inflation and increases in interest rates, limited availability of credit, liquidity shortages and constrained
capital spending have at times in the past resulted, and may in the future result, in challenging and delayed sales cycles, slower adoption
of new technologies and increased price competition, and could negatively affect our ability to forecast future periods, which could
result in an inability to satisfy demand for our products and a loss of market share.

 In
addition, increases in inflation raise our costs for commodities, labor, materials and services and other costs required to grow and
operate our business, and failure to secure these on reasonable terms may adversely impact our financial condition. Additionally, increases
in inflation, along with the uncertainties surrounding a resurgence of COVID-19, geopolitical developments and global supply chain disruptions,
have caused, and may in the future cause, global economic uncertainty and uncertainty about the interest rate environment, which may
make it more difficult, costly or dilutive for us to secure additional financing. A failure to adequately respond to these risks could
have a material adverse impact on our financial condition, results of operations or cash flows.

 There
can be no assurance that future credit and financial market instability and a deterioration in confidence in economic conditions will
not occur. Our general business strategy may be adversely affected by any such economic downturn, liquidity shortages, volatile business
environment or continued unpredictable and unstable market conditions. If the current equity and credit markets deteriorate, or if adverse
developments are experienced by financial institutions, it may cause short-term liquidity risk and also make any necessary debt or equity
financing more difficult, more costly, more onerous with respect to financial and operating covenants and more dilutive. Failure to secure
any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial
performance and stock price and could require us to alter our operating plans. In addition, there is a risk that one or more of our service
providers, financial institutions, manufacturers, suppliers and other partners may be adversely affected by the foregoing risks, which
could directly affect our ability to attain our operating goals on schedule and on budget.

 Our
business may be adversely affected by the impact of any resurgence of the COVID-19 pandemic.

 Public
health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID-19, also known as coronavirus,
was reported in Wuhan, China. While initially the outbreak was largely concentrated in China, it spread worldwide. Many countries around
the world, including in Israel, implemented significant governmental measures to control the spread of the virus, including temporary
closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct of business.
These measures haven historically resulted in work stoppages and other disruptions. If there is a resurgence of the COVID-19 pandemic,
this could adversely impact our operations, including among others, our sales and marketing efforts and our ability to raise additional
funds, and accordingly, the impact of COVID-19 could have an adverse impact on our business and our financial results.

 Risks
Related to Our Operations In Israel

 Our
headquarters and some of our operations are located in Israel, and therefore, political, economic and military conditions in Israel may
affect our operations and results.

 Our
headquarters and some of our operations are located in central Israel and our key employees, officers and directors are residents of
Israel. Accordingly, political, economic and military conditions in Israel and the surrounding region may directly affect our business
and operations. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and
its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of trade within Israel or between Israel and
its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raise
capital.

 In
particular, in October 2023, Hamas terrorists infiltrated Israel's southern border from the Gaza Strip and conducted a series of
attacks on civilian and military targets. Hamas also launched extensive rocket attacks on the Israeli population and industrial centers
located along Israel's border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in thousands
of deaths and injuries, and Hamas additionally kidnapped many Israeli civilians and soldiers. Following the attack, Israel's security
cabinet declared war against Hamas and commenced a military campaign against Hamas and these terrorist organizations in parallel continued
rocket and terror attacks. As a result of the events of October 7, 2023, the Israeli government declared that the country was at war
and the Israeli military began to call-up reservists for active duty. None of our full-time or part-time employees in Israel were called
up for reserve service. Military service call ups that result in absences of personnel from us for an extended period of time may materially
and adversely affect our business, prospects, financial condition and results of operations.

 Since
the war broke out on October 7, 2023, our operations have not been adversely affected by this situation, and we have not experienced
disruptions to our business operations. In particular, most of our operations are in Spain. However, the intensity and duration of Israel's
current war against Hamas is difficult to predict at this stage, as are such war's economic implications on our business and operations
and on Israel's economy in general. If the war extends for a long period of time or expands to other fronts, such as Lebanon, Syria
and the West Bank, our operations may be adversely affected.

 In
addition, since the commencement of these events, there have been continued hostilities along Israel's northern border with Lebanon
(with the Hezbollah terror organization) and southern border (with the Houthi movement in Yemen). It is possible that hostilities with
Hezbollah in Lebanon will escalate, and that other terrorist organizations, including Palestinian military organizations in the West
Bank as well as other hostile countries, such as Iran, will join the hostilities. Such clashes may escalate in the future into a greater
regional conflict. In addition, Iran has threatened to attack Israel and is widely believed to be developing nuclear weapons. Iran is
also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi
movement in Yemen and various rebel militia groups in Syria. These situations may potentially escalate in the future to more violent
events which may affect Israel and us. Any armed conflicts, terrorist activities or political instability in the region could adversely
affect business conditions, could harm our results of operations and could make it more difficult for us to raise capital. Parties with
whom we do business may decline to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements
when necessary in order to meet our business partners face to face. In addition, the political and security situation in Israel may result
in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments
under those agreements pursuant to force majeure provisions in such agreements. Further, in the past, the State of Israel and Israeli
companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli
companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or the expansion
of our business. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners
could adversely affect our operations and results of operations. In recent years, the hostilities involved missile strikes against civilian
targets in various parts of Israel, including areas in which our employees and some of our consultants are located, and negatively affected
business conditions in Israel.

 Our
commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle
East. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks
or acts of war, we cannot assure you that this government coverage will be maintained. Any losses or damages incurred by us could have
a material adverse effect on our business. Any armed conflicts or political instability in the region would likely negatively affect
business conditions and could harm our results of operations.

 The continued political instability and hostilities between Israel and its neighbors and any future armed conflict,
terrorist activity or political instability in the region could adversely affect our operations in Israel and adversely affect the market
price of our shares of common stock. In addition, several organizations and countries may restrict doing business with Israel and Israeli
companies have been and are today subjected to economic boycotts. The interruption or curtailment of trade between Israel and its present
trading partners could adversely affect our business, financial condition and results of operations.

 Finally, political conditions within Israel may affect our operations. Israel has held five general elections between
2019 and 2022, and prior to October 2023, the Israeli government pursued extensive changes to Israel's judicial system, which sparked
extensive political debate and unrest. To date, these initiatives have been substantially put on hold. Actual or perceived political instability
in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy
and, in turn, our business, financial condition, results of operations and growth prospects.

 Some
of our employees are obligated to perform military reserve duty in Israel.

 Many
Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty
until they reach the age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called
to active duty. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists.
It is possible that there will be military reserve duty call-ups in the future. Our operations could be disrupted by such call-ups. Such
disruption could materially adversely affect our business, results of operations and financial condition.

 It
may be difficult to enforce a non-Israeli judgment against the Company or its officers and directors.

 The
operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States,
and a substantial portion of our assets and the assets of our executive officers and directors are located outside the United States.
Therefore, a judgment obtained against us, or any of these persons, including a judgment based on the civil liability provisions of the
U.S. federal securities laws, may not be collectible in the United States and may not necessarily be enforced by an Israeli court. It
also may be difficult to affect service of process on these persons in the United States or to assert U.S. securities law claims in original
actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action
with respect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities
laws reasoning that Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees
to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable,
the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a time consuming and costly process.
Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the matters
described above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect
any damages awarded by either a U.S. or foreign court.

 Our
international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or
economic instability that could harm our business and operating results.

 Our
international operations expose us to the following risks which may have a material adverse effect on our business and operating results:

 devaluations
 and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS and the Russian Ruble;

 costs
 of compliance with local laws, including labor laws and intellectual property laws;

 compliance
 with domestic and foreign government policies;

 changes
 in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;

 compliance
 with applicable foreign anti-corruption laws, anti-trust/competition laws, anti-Boycott Israel law and anti-money laundering laws;
 and

 economic
 and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, international
 hostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., the COVID-19 pandemic)
 and military and political alliances.

 Risks
Related to Our Common Stock

 A
more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.

 Although
our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There
has been relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not
develop or may not be sustained. Limited liquidity in the trading market for our common stock may adversely affect a stockholder's
ability to sell its shares of common stock at the time it wishes to sell them or at a price that it considers acceptable. If a more active,
liquid public trading market does not develop, we may be limited in our ability to raise capital by selling shares of common stock and
our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is a thin
trading market or "float" for our stock, the market price for our common stock may fluctuate significantly more than the
stock market as a whole. Without a large float, our common stock would be less liquid than the stock of companies with broader public
ownership and, as a result, the trading prices of our common stock may be more volatile and it would be harder for you to liquidate any
investment in our common stock. Furthermore, the stock market is subject to significant price and volume fluctuations, and the price
of our common stock could fluctuate widely in response to several factors, including:

 our
 quarterly or annual operating results;

 changes
 in our earnings estimates;

 investment
 recommendations by securities analysts following our business or our industry;

 additions
 or departures of key personnel;

 changes
 in the business, earnings estimates or market perceptions of our competitors;

 our
 failure to achieve operating results consistent with securities analysts' projections;

 changes
 in industry, general market or economic conditions;

 announcements
 of legislative or regulatory changes; and

 natural
 disasters (including for example, the fire in the Orgad warehouse in January 2023) and political and economic instability, including
 wars, terrorism, political unrest, results of certain elections and votes, emergence of a pandemic, or other widespread health emergencies
 (or concerns over the possibility of such an emergency, including for example, the recent resurgence of the COVID-19 pandemic), boycotts,
 adoption or expansion of government trade restrictions, and other business restrictions.

 The
stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices
of the securities of many companies. The changes often appear to occur without regard to specific operating performance. The price of
our common stock could fluctuate based upon factors that have little or nothing to do with us and these fluctuations could materially
reduce our stock price.

 Sales
by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price
of our common stock.

 If
any of our shareholders were to decide to sell large amounts of stock over a short period of time (presuming such sales were permitted)
such sales could cause the market price of our common stock to drop significantly, even if our business is doing well. Further, the market
price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that
these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem
appropriate.

 We
are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies,
our common stock may be less attractive to investors.

 We
are a smaller reporting company, (i.e. a company with "public float" held by non-affiliates with a market value of less than
$250 million) and we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public
companies. We have elected to adopt these reduced disclosure requirements. We cannot predict if investors will find our common stock
less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock less attractive as a
result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile.

 We
do not expect to pay any cash dividends in the foreseeable future.

 We
have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest
in the development and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable
future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial
condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Investors should
not purchase our common stock expecting to receive cash dividends. Because we do not pay dividends, and there may be limited trading,
investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failure to pay dividends may
cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do
not pay dividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.

 We
can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which
would result in dilution of shareholders' interests in the company and could depress our stock price.

 Our
Certificate of Incorporation currently authorizes 250,000,000 shares of common stock, of which 5,091,668 are currently outstanding as
of March 10, 2024 and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors
intends to utilize its reasonable business judgment to fulfil its fiduciary obligations to our then existing stockholders in connection
with any future issuance of our capital stock, the future issuance of additional shares of our capital stock could cause immediate, and
potentially substantial, dilution to our existing stockholders, which could also have a material effect on the market value of the shares.
Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptive rights, which
means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their
proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our
Company.

 Our
quarterly operating results may fluctuate significantly.

 We
expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous
factors, including:

 variations
 in the level of expenses related to our research and development;

 any
 lawsuits in which we may become involved;

 regulatory
 developments affecting our products; and

 our
 execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.

 If
our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could
decline substantially. Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock
to fluctuate substantially.

 If
we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover
material weaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and
raising capital could be more difficult.

 If
we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to disclosure controls and procedures, or, if we discover
material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly
and raising capital could be more difficult. Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness
of our internal control over financial reporting and, if we are no longer a non-accelerated filer, a report by our independent auditors
addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and
maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective
internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls
are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide
reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our
reported financial information, and the trading price of our common stock could drop significantly.

 Our
Certificate of Incorporation, Bylaws and Delaware law may have anti-takeover effects that could discourage, delay or prevent a change
in control, which may cause our stock price to decline.

 Our
Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third-party to acquire us, even if closing such
a transaction would be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could
have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control,
including changes a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders
to replace or remove our management. In particular, the Certificate of Incorporation, Bylaws and Delaware law, as applicable, among other
things:

 provide
 the board of directors with the ability to alter the Bylaws without stockholder approval;

 the
 classification of our board of directors;

 place
 limitations on the removal of directors;

 provide
 that vacancies on the Board of Directors may be filled by a majority of directors in office, although less than a quorum;

 require
 that stockholder actions must be affected at a duly called stockholder meeting and generally prohibiting stockholder actions by written
 consent;

 eliminate
 the ability of stockholders to call a special meeting of stockholders; and

 establish
 advance notice requirements for nominations for election to the Board of Directors or for proposing matters that can be acted upon
 at duly called stockholder meetings.

 We
are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits "business combinations"
between a publicly-held Delaware corporation and an "interested stockholder," which is generally defined as a stockholder
who becomes a beneficial owner of 15% or more of a Delaware corporation's voting stock for a three-year period following the date
that such stockholder became an interested stockholder. These provisions are expected to discourage certain types of coercive takeover
practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with our board. These
provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our common stock and the
value of our securities to decline.

 If
we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price
of our common stock and our ability to access the capital markets could be negatively impacted.

 Nasdaq
has established certain standards for the continued listing of a security on the Nasdaq Capital Market. The standards for continued listing
include, among other things, that the minimum bid price for the listed securities not fall below $1.00 per share for a period of 30 consecutive
trading days and that we maintain a minimum of $2,500,000 in shareholders' equity.

 On
November 3, 2023, we were notified, or the Notification Letter, by the Nasdaq Listing Qualifications that we are not in compliance with
the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on The Nasdaq Capital
Market.

 The
Notification Letter provides that the Company has 180 calendar days, or until May 1, 2024, to regain compliance with the Rule. To regain
compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive
business days. In the event we do not regain compliance by May 1, 2024, we may then be eligible for additional 180 days if we meet the
continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital
Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency
during the second compliance period. If we do not qualify for the second compliance period or fail to regain compliance during the second
compliance period, then Nasdaq will notify us of its determination to delist our common stock, at which point we will have an opportunity
to appeal the delisting determination to a Hearings Panel.

 No
assurance can be given that we will be able to regain compliance with the Rule. Failure to meet applicable Nasdaq continued listing standards
could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of
our common stock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm
our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential
loss of confidence by investors, employees and fewer business development opportunities.

 The
exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existing
stockholders.

 As
of March 9, 2024, we had outstanding warrants to acquire 6,044,294 shares of our common stock and stock options to purchase 257,144 shares
of our common stock, which warrants and options are exercisable for prices ranging between $0.48 and $42.25. The expiration of the term
of such options and warrants range from 0.50 years to 4.98 years. If a significant number of such warrants and stock options are exercised
by the holders, the percentage of our common stock owned by our existing stockholders will be diluted.

 Were
our common stock to become subject to the penny stock rules then this could result in U.S. broker-dealers becoming discouraged from effecting
transactions in shares of our common stock.

 Rule
15g-9 under the Exchange Act establishes the definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. If we do not retain a listing on the Nasdaq Capital Market or do not meet certain net tangible asset or average revenue requirements
and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock. For any transaction involving
a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person's account for transactions in penny
stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased.

 In
order to approve a person's account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information
and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure
schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on which the broker or dealer made
the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior
to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock"
rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our common
stock.

 Disclosure
also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions
payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the limited market in penny stocks.

 Sales
of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares
and have a depressive effect on the price of the shares of our common stock.

 A
portion of our outstanding shares of common stock are "restricted securities" within the meaning of Rule 144 under the Securities
Act of 1933, as amended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration
statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required
under applicable state securities laws. Rule 144 provides in essence that an affiliate (as such term is defined in Rule 144(a)(1)) of
an issuer who has held restricted securities for a period of at least six months (one year after filing Form 10 information with the
SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokerage transactions,
a number of shares that does not exceed the greater of 1% of a company's outstanding shares of common stock or the average weekly
trading volume during the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the
OTC Markets). Rule 144 also permits, under certain circumstances, the sale of securities, without any limitation, by a person who is
not an Affiliate of the Company and who has satisfied a one-year holding period. A sale under Rule 144 or under any other exemption from
the Securities Act, if available, or pursuant to subsequent registrations of our shares of common stock, may have a depressive effect
upon the price of our shares of common stock in any active market that may develop.

 We
are a former "shell company" and as such are subject to certain limitations not applicable to other public companies generally.

 Prior
to our suspension of reporting in 2012, we were a public reporting "shell company," as defined in Rule 12b-2 under the Exchange
Act. Although we are no longer a "shell company," we are subject to certain restrictions under the Securities Act for the
resale of securities issued by issuers that have been at any time previously a shell company. Specifically, the Rule 144 safe harbor
available for the resale of our restricted securities is only available to our stockholders if we have filed all reports and other materials
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, as applicable,
during the preceding twelve months, other than current reports on Form 8-K, at the time of the proposed sale, regardless of whether the
restricted securities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly,
holders of our "restricted securities" within the meaning of Rule 144 will be subject to the conditions set forth in Rule
144 with respect to our company. Other reporting companies that are not former shell companies and have been reporting for more than
twelve months are not subject to this same reporting threshold for non-affiliate reliance on Rule 144. Accordingly, any restricted securities
we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose,
may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result,
it may be harder for us to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore,
it may be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with
the SEC, which could cause us to expend additional resources in the future. Our prior status as a "shell company" could prevent
us in the future from raising additional funds, engaging employees and consultants, and using our securities to pay for any acquisitions,
which could cause the value of our securities, if any, to decline in value or become worthless.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 We
have developed and maintain a cybersecurity risk management program, consisting of cybersecurity policies, procedures, compliance
and awareness programs to mitigate risk and to ensure compliance with security, availability and confidentiality trust principles.
The cybersecurity process has been integrated into our overall risk management system and process, and is solely internally managed.
Management is responsible for identifying risks that threaten achievement of the control activities stated in the management's
description of the services organizations systems. Management has implemented a process for identifying relevant risks that could
affect the organization's ability to provide secure and reliable service to its users. The risk assessment occurs annually, or
as business needs change, and covers identification of risks that could act against the company's objectives as well as
specific risks related to a compromise to the security of data. See "Item 1A. — Risk Factors — Risks Related to
Our Company and Business — A material breach in security relating to our information systems and regulation related to such
breaches could adversely affect us."

 The
oversight of cybersecurity threats is undertaken by our Chief Financial Officer. Our audit committee is responsible for cybersecurity
oversight and monitoring risk. Management informs the audit committee of such risk by committee meetings.

 As
of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably
likely to materially affect us, including our business strategy, results of operations or financial condition.

 ITEM
2. PROPERTIES

 We
currently lease 1,660 square feet of office space at 4 HaYarden Street, Airport City, Israel. The lease term is for 36 months
beginning on August 20, 2019 and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent
payments, including utilities, amount to approximately $14,000 per month. We extended the lease period until August 20, 2025. On
January 8, 2024, we provided a notice of six month termination to the lessor that the lease will end on July 8, 2024.

 ITEM
3. LEGAL PROCEEDINGS

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

 North
Empire LLC

 On
August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York,
County of New York for breach of a Securities Purchase Agreement or Agreement in which we are seeking damages in an amount to be
determined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against us,
also in the same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement.
On September 6, 2018, North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27,
2018, North Empire filed an answer and asserted counterclaims in the action commenced by us against them, alleging that we failed to
deliver stock certificates to North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a
third-party complaint against our CEO and now former Chairman of the Board asserting similar claims against them in their individual
capacities. On October 17, 2018, we filed a reply to North Empire's counterclaims. On November 15, 2018, our CEO and now
former Chairman of the Board filed a motion to dismiss North Empire's third-party complaint. On January 6, 2020, the Court
granted the motion and dismissed the third-party complaint. Discovery has been completed and both parties have filed motions for
summary judgment in connection with the claims and counterclaims. On December 30, 2021, the Court denied both My Size and North
Empire's motions for summary judgment, arguing there were factual issues to be determined at trial. On January 26, 2022, the
Company filed a notice of appeal of the summary judgment decision. On February 3, 2022, the Company filed a motion to reargue the
Court's decision denying the Company's motion for summary judgment. On or about September 12, 2022, the Court issued its
Decision and Order denying the Company's motion to reargue. North Empire filed its opposing brief on December 7, 2022. Both
sides were given an opportunity to file a reply brief. We filed our reply brief on January 4, 2023 and North Empire filed its reply
brief on January 13, 2023. Oral argument was held before the Appellate Court on February 7, 2023. On or about February 28, 2023, the
Appellate Court filed its Decision and Order, which affirmed the lower court's decisions regarding both My Size and North
Empire's motions for summary judgment and sent the case back to the Supreme Court. On or about March 13, 2023, the Supreme
Court referred the case to its Alternative Dispute Program and ordered the cases to mediate.
The mediation was held on July 26, 2023 and various settlement options were explored but the mediation did not lead to settlement.
On December 21, 2023, a conference with the Court was held and the parties were given dates for various pre-trial filings. The next
pre-trial conference is scheduled to be held on May 31, 2024, at which point the Court will schedule the matter for trial on the ultimate
claims. We intend to vigorously defend any claims made by North Empire. We
believe it is more likely than not that the counterclaims will be denied.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market

 Our
stock currently is listed on the Nasdaq under the symbol "MYSZ". Our stock has been traded on the Nasdaq since
July 25, 2016.

 On December 27, 2023 our shareholders approved a voluntary delisting of our common stock from trading on the TASE.
On January 11, 2024, the TASE issued a notice confirming our request to delist our common stock from the TASE with the last day of trading
on March 27, 2024. All of the shares of our common stock on the TASE are expected to be transferred to the Nasdaq where they will continue
to be traded.

 Holders

 As
of March 9, 2024, we had 68 shareholders of record. The actual number of stockholders is greater than this number of record holders
and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.

 Dividend
Policy

 We
have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest
in the development and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable
future. Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend on our financial
condition, results of operations, capital requirements, and such other factors as our Board of Directors deems relevant.

Authorized for Issuance under Equity Compensation Plans

about our equity compensation plans is incorporated herein by reference to "Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters", of this Annual Report on Form 10-K.

 Recent
Sales of Unregistered Securities

 None.

 ITEM
6. SELECTED FINANCIAL DATA

 As
a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide this information.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONS

 You
should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report
on Form 10-K. The following discussion contains forward-looking statements that are subject to risks, uncertainties and assumptions,
including those discussed under "Risk Factors." Our actual results, performance and achievements may differ materially from
those expressed in, or implied by, these forward-looking statements.

 Overview

 We
are an omnichannel e-commerce platform and provider of AI-driven SaaS measurement solutions, including MySizeID and our recently acquired
subsidiaries, Naiz Fit, which provides SaaS technology solutions that solve size and fit issues and AI solutions for smarter design through
data driven decisions for fashion ecommerce companies, and Orgad, an online retailer operating in the global markets. To date, we have
generated almost all our revenue as a third-party seller on Amazon. Our advanced software and solutions assists us in supply chain, identifying
products that can drive growth and provides a user-friendly experience and best customer service.

 We
are currently focused on driving the commercialization of the Naiz Fit technology which enables shoppers to generate highly accurate
measurements of their body to find the accurate fitting apparel by using our Naiz Fit Widget, a simple questionnaire which uses a database
collected over the years and allows buyers to know what size to pick when buying online, reducing returns and increasing conversion rates
of sellers.

 Naiz
Fit syncs the user's measurement data to a sizing model generated with our proprietary Garment Modelling technology for each item
sold on the ecommerce, and only presents items for purchase that match their measurements to ensure a correct fit.

 We
are positioning ourselves as a consolidator of sizing solutions and new digital experience due to new developments for the fashion industry
needs. Our other product offerings include First Look Smart Mirror for physical stores and Smart Catalog to empower brand design teams,
which are designed to increase end consumer satisfaction, contributing to a sustainable world and reduce operation costs. We also recently
launched True Feedback, a Go-To-market solution that extracts data from our Naiz Community mystery shoppers to fine-tune the customer
experience offered to fashion buyers, both online and offline.

 Orgad

 On
February 7, 2022, My Size Israel 2014 Ltd, or My Size Israel, entered into a Share Purchase Agreement, or the Orgad Agreement, with Amar
Guy Shalom and Elad Bretfeld, or the Orgad Sellers, pursuant to which the Orgad Sellers agreed to sell to My Size Israel all of the issued
and outstanding equity of Orgad.

 Orgad
operates an omnichannel e-commerce platform engaged in online retailing in the global market. It operates as a third-party seller on
Amazon.com, eBay and others. Orgad currently manages more than 1,000 stock-keeping units, or SKUs, mainly in fashion, apparel and shoes.

 The
Orgad Sellers are the sole title and beneficial owners of 100% of the shares of Orgad. In consideration of the shares of Orgad, the
Orgad Sellers are entitled to receive (i) up to $1,000,000 in cash, or the Orgad Cash Consideration, (ii) an aggregate of 111,682
shares, or the Orgad Equity Consideration, of our common stock, and (iii) earn-out payments of 10% of the operating profit of Orgad
for the years 2022 and 2023. The transaction closed on the same day. In February 2024, we paid the remaining $700,000 of the
Orgad Cash Consideration to the Orgad Sellers, net of a settlement amount of $275,000.

 The
Orgad Cash Consideration is payable to the Orgad Sellers in three installments, according to the following payment schedule: (i) $300,000,
which we paid upon closing, (ii) $350,000 payable on the two-year anniversary of the closing, and (iii) $350,000 payable on the three-year
anniversary of the closing, provided that in the case of the second and third installments certain revenue targets are met and subject
further to certain downward post-closing adjustment.

 The
Orgad Equity Consideration is payable to the Orgad Sellers according to the following payment schedule: (i) 55,801 shares were issued
at closing, and (ii) 55,801 shares will be issued in eight equal quarterly installments until the lapse of two years from closing, subject
to certain downward post-closing adjustment.

 The
payment of the second and third cash installments, the equity installments and the earn out are further subject in each case to the Orgad
Sellers being actively engaged with Orgad at the date such payment is due (except if the Orgad Sellers resign due to reasons relating
to material reduction of salary or adverse change in their position with Orgad or its affiliates).

 In
connection with the Orgad Agreement, each of the Orgad Sellers entered into employment agreements with Orgad and six-month lock-up agreements
with us.

 Naiz

 On
October 7, 2022, we entered into a Share Purchase Agreement, or the Naiz Agreement, with Borja Cembrero Saralegui, or Borja, Aritz Torre
Garcia, or Aritz, Whitehole, S.L., or Whitehole, Twinbel, S.L., or Twinbel and EGI Acceleration, S.L., or EGI. Each of Borja, Aritz,
Whitehole, Twinbel and EGI shall be referred to as the Naiz Sellers herein. Pursuant to the Naiz Agreement, the Naiz Sellers agreed to
sell to My Size all of the issued and outstanding equity of Naiz Bespoke Technologies, S.L., or Naiz, a limited liability company incorporated
under the laws of Spain. The acquisition of Naiz was completed on October 11, 2022.

 In
consideration of the purchase of the shares of Naiz, the Naiz Agreement provided that the Naiz Sellers are entitled to receive (i) an
aggregate of 240,000 shares, or the Naiz Equity Consideration, of My Size common stock, or the Shares, representing in the aggregate,
immediately prior to the issuance of such shares at the closing of the transaction, not more than 19.9% of the issued and outstanding
Shares and (ii) up to $2,050,000 in cash, the Naiz Cash Consideration.

 The
Naiz Equity Consideration was issued to the Naiz Sellers at closing of the transaction of which 2,365,800 shares of My Size common stock
were issued to Whitehole constituting 6.6% of our outstanding shares following such issuance. The Naiz Agreement also provides that,
in the event that the actual value of the Naiz Equity Consideration (based on the average closing price of the Shares on the Nasdaq Capital
Market over the 10 trading days prior to the closing of the transaction, or the Equity Value Averaging Period) is less than $1,650,000,
My Size shall make an additional cash payment, or the Shortfall Value to the Naiz Sellers within 45 days of our receipt of Naiz's
2025 audited financial statements; provided that certain revenue targets are met. Following the Equity Value Averaging Period, it was
determined that the Shortfall Value is $459,240.

 The
Naiz Cash Consideration is payable to the Naiz Sellers in five installments, according to the following payment schedule: (i) US$500,000
at closing, (ii) up to US$500,000 within 45 days of My Size's receipt of Naiz's 2022 audited financial statements, (iii)
up to US$350,000 within 45 days of My Size's receipt of Naiz's unaudited financial statements for the six months ended June
30, 2023, (iv) up to $350,000 within 45 days of My Size's receipt of Naiz's unaudited financial statements for the six months
ended December 31, 2023, and (v) up to $350,000 within 45 days of My Size's receipt of Naiz's 2024 audited financial statements;
provided that in the case of the second, third, fourth and fifth installments certain revenue targets are met.

 The
payment of the second, third, fourth and fifth cash installments are further subject to the continuing employment or involvement of Borja
and Aritz, or the Key Persons, by or with Naiz at the date such payment is due (except if a Key Person is terminated from Naiz due to
a Good Reason (as defined in the Naiz Agreement).

 The
Naiz Agreement contains customary representations, warranties and indemnification provisions. In addition, the Naiz Sellers are subject
to non-competition and non-solicitation provisions pursuant to which they agree not to engage in competitive activities with respect
to My Size's business.

 In
connection with the Naiz Agreement, (i) each of the Naiz Sellers entered into six-months lock-up agreements, or the Lock-Up Agreement,
with My Size, (ii) Whitehole, Twinbel and EGI entered into a voting agreement, or the Voting Agreement, with My Size and (iii) each of
the Key Persons entered into employment agreements and services agreements with Naiz.

 The
Lock-Up Agreement provides that each Naiz Seller will not, for the six-months period following the closing of the transaction, (i) offer,
pledge, sell, contract to sell, sell any option, warrant or contract to purchase, purchase any option, warrant or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible
into or exercisable or exchangeable for Shares in each case, that are currently or hereafter owned of record or beneficially (including
holding as a custodian) by such Naiz Seller, or publicly disclose the intention to make any such offer, sale, pledge, grant, transfer
or disposition; or (ii) enter into any swap, short sale, hedge or other agreement that transfers, in whole or in part, any of the economic
consequences of ownership of such Naiz Seller's Shares regardless of whether any such transaction described in clause (i) or this
clause (ii) is to be settled by delivery of Shares or such other securities, in cash or otherwise. The Lock-Up Agreement also contains
an additional three-months "dribble-out" provision that provides following the expiration of the initial six-months lock-up
period, without My Size's prior written consent (which My Size shall be permitted to withhold at its sole discretion), each Naiz
Seller shall not sell, dispose of or otherwise transfer on any given day a number of Shares representing more than the average daily
trading volume of the Shares for the rolling 30 day trading period prior to the date on which such Seller executes a trade of the Shares.

 The
Voting Agreement provides that the voting of any Shares held by each of Whitehole, Twinbel and EGI, or the Naiz Acquisition Stockholders,
will be exercised exclusively by a proxy designated by My Size's board of directors from time to time, or the Proxy, and that each
Naiz Acquisition Stockholder will irrevocably designate and appoint the then-current Proxy as its sole and exclusive attorney-in-fact
and proxy to vote and exercise all voting right with respect to the Shares held by each Naiz Acquisition Stockholder. The Voting Agreement
also provides that, if the voting power held by the Proxy, taking into account the proxies granted by the Naiz Acquisition Stockholders
and the Shares owned by the Proxy, represents 20% or more of the voting power of My Size's stockholders that will vote on an item,
or the Voting Power, then the Proxy shall vote such number of Shares in excess of 19.9% of the Voting Power in the same proportion as
the Shares that are voted by My Size's other stockholders. The Voting Agreement will terminate on the earliest to occur of (i)
such time that such Naiz Acquisition Stockholder no longer owns the Shares, (ii) the sale of all or substantially all of the assets of
My Size or the consolidation or merger of My Size with or into any other business entity pursuant to which stockholders of My Size prior
to such consolidation or merger hold less than 50% of the voting equity of the surviving or resulting entity, (iii) the liquidation,
dissolution or winding up of the business operations of My Size, and (iv) the filing or consent to filing of any bankruptcy, insolvency
or reorganization case or proceeding involving My Size or otherwise seeking any relief under any laws relating to relief from debts or
protection of debtors.

 Operations
in Russia

 In addition to our Israel operations, we historically had operations in Russia through our wholly owned subsidiary,
My Size LLC. To date, mainly due to the invasion of Ukraine by Russia and the ongoing sanctions we ceased most of our efforts in Russia
and expect to dissolve the subsidiary in the near future.

 Results
of Operations

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

 Year ended December 31

 2023

 2022

 (dollars in thousands)

 Revenues

 6,996

 4,459

 Cost of revenues

 (4,265
)

 (3,825
)

 Gross profit

 2,731

 Research and development expenses

 $
 (974
)

 $
 (1,701
)

 Sales and marketing

 (3,856
)

 (3,143
)

 General and administrative

 (3,971
)

 (3,900
)

 Impairment of goodwill

 (6 71
)

 -

 Operating loss

 (6,741
)

 (8,110
)

 Financial income (expenses), net

 (236
)

 Equity accounted losses

 (71
)

 -

 Income tax benefit

 Net loss

 $
 (6,380
)

 $
 (8,310
)

 Year
Ended December 31, 2023 Compared to Year Ended December 31, 2022

 Revenues

 Our revenues for the year
ended December 31, 2023 amounted to $6,996,000 compared to $4,459,000 for year ended December 31, 2022. The increase from the
corresponding period is primarily attributable to an increase in Orgad sales and revenue generated from Naiz Fit that was
acquired in October 2022 and therefore were consolidated for three months as opposed to twelve months in 2023.

 Cost
Of Revenues

 Our
cost of revenues expenses for the year ended December 31, 2023 amounted to $4,265,000 compared to $3,825,000 for the year ended
December 31, 2022. The cost of revenues includes cash and equity liabilities expenses in the amount of $21,000 and an inventory
mark-down of $643,000 due to the fire that occurred in Orgad's warehouse during January 2023. The increase in
comparison with the corresponding period was due to the inventory mark down and increase in sales.

 Research
and Development Expenses

 Our
research and development expenses for the year ended December 31, 2023 amounted to $974,000, a decrease of $727,000, or approximately 42.7%,
compared to $1,701,000 for the year ended December 31, 2022. The decrease from the corresponding period primarily resulted from a decrease in salaries expenses due to reduced headcount and a decrease in subcontractor expenses.

 Sales
and Marketing Expenses

 Our
sales and marketing expenses for the year ended December 31, 2023 amounted to $3,856,000 an increase of $713,000, or 22.7%, compared
to $3,143,000 for the year ended December 31, 2022. The increase primarily resulted from an increase in Amazon fees due to the increase in sales offset by a decrease in salary expenses due to reduced headcount,
consultant expenses, travel and marketing expenses.

 General
and Administrative Expenses

 Our
general and administrative expenses for the year ended December 31, 2023 amounted to $3,971,000, an increase of $71,000, or 1.8%,
compared to $3,900,000 for the year ended December 31, 2022. The increase compared to the corresponding period was mainly due to an
increase in professional expenses which includes increase in audit and legal expenses and investor relations, offset by a decrease in cash and equity liabilities expenses attributed to Orgad and Naiz Fit
acquisitions.

 Impairment
of goodwill

 Our
goodwill impairment charge of $671,000 recorded in Impairment of goodwill for year ended December 31, 2023. No impairment was recorded
for the year ended December 31, 2022.

 Operating
Loss

 As
a result of the foregoing, for the year ended December 31, 2023, our operating loss was $6,741,000, a decrease of $1,369,000 or
16.9%, compared to our operating loss for the year ended December 31, 2022 of $8,110,000.

Income, Net

 Our
financial income, net for the year ended December 31, 2023 amounted to $99,000 compared to financial expenses of, $236,000 for the year ended
December 31, 2022. In 2023, we had financial expenses exchange rate differences offset by an income from fair value revaluation of investment
in marketable securities whereas in 2022 we had financial income from the fair value revaluation of warrants offset by expenses from
exchange rate differences and expenses from fair value revaluation of investment in marketable securities.

 Net
Loss

 As
a result of the foregoing, our net loss for the year ended December 31, 2023 was $6,380,000 compared to net loss of $8,310,000 for the
year ended December 31, 2022. The decrease in net loss was mainly due to the reasons mentioned above.

 Liquidity
and Capital Resources

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

 As
of December 31, 2023, we had cash, cash equivalents and restricted cash of $2,264,000 compared to $2,363,000 cash, cash equivalents,
restricted cash as of December 31, 2022. In January 2023, we completed a registered direct and concurrent private placement offering
resulting in gross proceeds of approximately $3 million. In August 2023, we completed a warrant repricing transaction resulting in
gross proceeds of approximately $4.2 million. This decrease primarily resulted from operating activities, the acquisition of Orgad
and Naiz Fit, and resources that were deployed to grow of both businesses.

 Net
cash used in operating activities was $6,106,000 for the year ended December 31, 2023 compared to $7,290,000 for the year ended
December 31, 2022. The decrease in cash used in operating activity is derived mainly from the decrease in the net loss offset by the
change in inventory and change in account receivable.

 Net cash flow from investing activities was $7,000 for the year ended December 31, 2023 compared to net cash provided
by investing activities of $993,000 for the year ended December 31, 2022. The net cash used in investing activities for the year ended
December 31, 2022 was mainly from Acquisition of a subsidiary and establishing the JVa joint venture in Brazil, which has subsequently
been terminated.

 Net
cash provided by financing activities was $6,134,000 for the year ended December 31, 2023 as opposed to negative cash flow of
$67,000 for the year ended December 31, 2022. The cash flow provided by financing activities for the year ended December 31, 2023
was mainly due to the public and private offerings that occurred in January and August 2023.

 We
expect that we will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected
cash flows and cash balances as of December 31, 2023, we believe our existing cash will not be sufficient to fund operations for a period
of more than 12 months. As a result, there is substantial doubt about our ability to continue as a going concern. We will need to raise
additional capital, which may not be available on reasonable terms or at all. Additional capital would be used to accomplish the following:

 finance
 our current operating expenses;

 pursue
 growth opportunities;

 hire
 and retain qualified management and key employees;

 respond
 to competitive pressures;

 comply
 with regulatory requirements; and

 maintain
 compliance with applicable laws.

 Current
conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available
only on unfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic
conditions, the Russian invasion of Ukraine, the current war between Israel and Hamas, the impact of the recent resurgence of the COVID-19
pandemic and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot
assure you that we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise
additional capital when needed, it may have a material adverse effect on our business, results of operations and financial condition.

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

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

 Recently
Issued Accounting Pronouncements

 Certain
recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statements
included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.

 Off-Balance
Sheet Arrangements

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

 Application
of Critical Accounting Policies and Estimates

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

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

 Accounting
for business combinations

 We
allocate the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed, based upon
their estimated fair values at the acquisition date. These fair values are typically estimated with assistance from independent valuation
specialists.

 The
purchase price allocation process requires us to make significant estimates and assumptions, especially at the acquisition date with
respect to intangible assets, contractual support obligations assumed, contingent consideration arrangements, and pre-acquisition contingencies.

 Although
we believe the assumptions and estimates we have made in the past have been reasonable and appropriate, they are based in part on historical
experience and information obtained from the management of the acquired companies and are inherently uncertain.

 Examples
of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited
to:

future expected cash flows from product sales or other customer contracts;

expected costs of fulfillment including marketing, warehousing and product sales;

the acquired company's brand and competitive position, as well as assumptions about the period of time the acquired brand will
continue to be used in the combined company's product portfolio;

cost of capital and discount rates; and

estimating the useful lives of acquired assets as well as the pattern or manner in which the assets will amortize.

 Refer
to Note 16, Business Combination, to the consolidated financial statements included in "Item 8. Financial Statements and Supplementary
Data" of this Annual Report on Form 10-K.

 Goodwill impairment
assessment

 We determine the fair value of our reporting units using the income approach. According to the income, we use discounted
cash flows to estimate the fair value. Cash flow projections require us to make significant estimates of revenue growth rates and operating
margins, taking into consideration the industry's and market's conditions. The discount rate used is based on the weighted
average cost of capital ("WACC"), adjusted for the relevant risk associated with business-specific characteristics.

 Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the
future include but are not limited to the discount rate, the terminal growth rate and the revenue growth rate.

 Based on our analysis, we determined that the carrying value of our SaaS Solutions reporting unit exceeded its fair
value and an impairment charge of $671 thousand was recorded.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 As
a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide this information.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 MY

FINANCIAL STATEMENTS

 AS
OF DECEMBER 31, 2023

 U.S.
DOLLARS IN THOUSANDS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID: ID 1057)

 Consolidated Balance Sheets

 Consolidated Statements of Comprehensive Loss

 Consolidated Statements of Shareholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 - F-32

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To
the Shareholders and Board of Directors

 My
Size, Inc.:

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2023
and 2022, the related consolidated statements of comprehensive loss, shareholders' equity, and cash flows for each of the
years in the two-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year
period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

 Going
Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1d to the consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations
and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 1d. The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matter

 The critical
audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments.

 The communication of a critical audit
matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.

 Goodwill impairment assessment

 As discussed in Notes 2j and 7 to the consolidated financial statements, the Company examines on an annual basis
whether there is an impairment of goodwill, or between annual tests in certain circumstances. The Company performed its annual quantitative
impairment test of goodwill at the reporting unit level using the income approach. Based on this analysis, the Company determined that
the carrying value of its SaaS Solutions reporting unit exceeded its fair value and an impairment charge of $671 thousand was recorded.

 We identified the evaluation of the goodwill impairment assessment for the SaaS Solutions reporting unit as a critical
audit matter. A high degree of subjective auditor judgment was required to evaluate the assumptions used to estimate the fair value of
the Company's SaaS Solutions reporting unit. Specifically, the following assumptions had limited observable inputs (i) forecasted
reporting unit cost of sales and operating expenses (ii) revenue growth rates, and (iii) discount rate. The fair value determined was
sensitive to changes in these key assumptions. Additionally, specialized skills and knowledge were needed to evaluate the discount rate.

 The following are the primary procedures we performed to address this critical audit matter. We evaluated the design
of certain internal controls related to the Company's goodwill impairment evaluation process. We performed sensitivity analyses
to assess the impact of reasonably possible changes to the forecasted cost of sales and operating expenses, revenue growth rates, and
discount rate assumptions on the Company's determination of the reporting unit's fair value. We evaluated the Company's
revenue growth rates by comparing the growth projections to industry reports. We compared the Company's historical forecasted revenue,
cost of sales, and operating expenses to historical actual results to assess the Company's ability to accurately forecast cash flows.
We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company's discount rate
by assessing the Company's inputs to the discount rate as compared to publicly available data for comparable entities.

 /s/
 Somekh Chaikin

 Somekh
 Chaikin

 Member
 Firm of KPMG International

 We
 have served as the Company's auditor since 2017.

 Tel
 Aviv, Israel

 F- 2

 MY

BALANCE SHEETS

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

 Note

 2023

 2022

 Note

 2023

 2022

 Assets

 Current assets

 Cash and cash equivalents

 2,187

 2,100

 Restricted cash

 Sort term deposit

 -

 Inventory

 2,879

 Account receivables

 1,940

 Other receivables and prepaid expenses

 Total current assets

 6,627

 6,058

 Long term deposits

 Property and equipment, net

 Operating right-of-use asset

 Intangible assets

 1,097

 1,377

 1,395

 Investment in JV

 Investment in marketable securities

 Total non-current assets

 2,364

 3,669

 Total assets

 8,991

 9,727

 Liabilities and shareholders' equity

 Current liabilities

 Operating lease liability

 Bank overdraft and short-term loans

 Trade payables

 2,154

 2,487

 Liabilities to Related parties

 Other payables

 Total current liabilities

 3,878

 4,179

 Long-term loans

 Deferred tax liabilities

 -

 Operating lease liability

 Total non-current liabilities

 1,012

 CONTINGENCIES AND COMMITMENTS

 -

 -

 Total Liabilities

 4,256

 5,191

 Shareholders' equity

 Stock capital -

 Common stock of $ 0.001 par value - Authorized: 250,000,000 shares as of December 31,2023 and 2022; Issued and outstanding: 3,621,792 and 1,464,117 as of December 31,2023 and 2022, respectively

 Additional paid-in capital

 65,383

 58,673

 Accumulated other comprehensive loss

 ( 771
)

 ( 637
)

 Accumulated deficit

 ( 59,881
)

 ( 53,501
)

 Total shareholders' equity

 4,735

 4,536

 Total liabilities and shareholders' equity

 8,991

 9,727

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

 F- 3

 MY

STATEMENTS OF COMPREHENSIVE LOSS

 U.S.

 Note

 2023

 2022

 Note

 2023

 2022

 Revenues

 6,996

 4,459

 Cost of revenues

 ( 4,265
)

 ( 3,825
)

 Gross profit

 2,731

 Operating expenses

 Research and development

 ( 974
)

 ( 1,701
)

 Sales and marketing

 ( 3,856
)

 ( 3,143
)

 General and administrative

 ( 3,971
)

 ( 3,900
)

 Impairment of goodwill

 ( 671
)

 -

 Total operating expenses

 ( 9,472
)

 ( 8,744
)

 Operating loss

 ( 6,741
)

 ( 8,110
)

 Financial income (expense), net

 ( 236
)

 Equity loss of equity method investees

( 71
)

 -

 Loss before income taxes

 ( 6,713
)

 ( 8,346
)

 Income tax benefit

 Net loss for the year

 ( 6,380
)

 ( 8,310
)

 Other comprehensive income (loss):

 Foreign currency translation differences

 ( 134
)

 ( 231
)

 Total comprehensive loss

 ( 6,514
)

 ( 8,541
)

 Basic and diluted loss per share

 ( 2.50
)

 ( 7.47
)

 Basic and diluted weighted average number of shares outstanding

 2,550,779

 1,111,913

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

 F- 4

 MY

STATEMENTS OF SHAREHOLDERS' EQUITY

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

 Common
 stock

 Additional
 paid-in

 Accumulated
 other comprehensive

 Accumulated

 Total
 stockholders'

 Number

 Amount

 capital

 loss

 Deficit

 equity

 as of December 31, 2021

 959,300

 56,453

 ( 406
)

 ( 45,191
)

 10,857

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

 176,000

 - (*
)

 -

 -

 Issuance
 of shares in Business Combination (*) (**)

 295,802

 - (*
)

 1,446

 -

 -

 1,446

 Issuance
 of shares post Business Combination ( *)
 ( **)

 20,924

 - (*
)

 -

 -

 Effect
 of reverse stock split (Note 10 (b)

 12,091

 - (*
)

 -

 -

 -

 -

 Total
 comprehensive income (loss)

 -

 -

 -

 ( 231
)

 ( 8,310
)

 ( 8,541
)

 as of December 31, 2022

 1,464,117

 58,673

 ( 637
)

 ( 53,501
)

 4,536

 1,464,117

 58,673

 ( 637
)

 ( 53,501
)

 4,536

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

 ( 8,000
)

 -

 -

 -

 Issuance
 of shares, net of issuance cost of $ 959 (***)

 432,000

 6,257

 -

 -

 6,258

 Issuance
 of Exercise of warrants and prefunded warrants

 1,733,675

 -

 -

 -

 Total
 comprehensive income (loss)

 -

 -

 -

 ( 134
)

 ( 6,380
)

 ( 6,514
)

 as of December 31, 2023

 3,621,792

 65,383

 ( 771
)

 ( 59,881
)

 4,735

 3,621,792

 65,383

 ( 771
)

 ( 59,881
)

 4,735

 (*)

 Represents
 an amount of less than $1.

 (**)

 See
 note 16

 (***)

 See note 13

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

 F- 5

 MY

STATEMENTS OF CASH FLOWS

 U.S.
dollars in thousands

 2023

 2022

 2023

 2022

 Cash flows from operating activities:

 Net loss

 ( 6,380
)

 ( 8,310
)

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

 Depreciation

 Change in operating lease right-of-use asset

 Amortization of intangible assets

 foreign exchange differences

 ( 99
)

 ( 23
)

 Change in liabilities to related parties

 ( 93
)

 Interest on long term liabilities

 Interest paid

 ( 23
)

 ( 10
)

 Revaluation of investment in marketable securities

 Deferred tax benefits

 ( 328
)

 ( 36
)

 Change in Investment in JV

 -

 Stock based compensation

 Change in inventory

 ( 1,839
)

 ( 219
)

 Impairment of goodwill

 -

 Change in account receivables

 1,200

 ( 1,863
)

 Changes in operating lease liabilities

 ( 115
)

 ( 142
)

 Change in other receivables and prepaid expenses

 ( 84
)

 Change in trade payables

 ( 306
)

 1,315

 Change in other payables

 Net cash used in operating activities

 ( 6,106
)

 ( 7,290
)

 Cash flows from investing activities:

 Acquisition of a subsidiary, net of cash acquired

 -

 ( 767
)

 investing in other receivable

 -

 ( 100
)

 Investment in equity accounted investee

 -

 ( 99
)

 Purchase of property and equipment

 ( 7
)

 ( 27
)

 Net cash (used in) provided by investing activities

 ( 7
)

 ( 993
)

 Cash flows from financing activities:

 Proceeds from issuance of shares, net of issuance costs

 6,258

 -

 Repayment of loans

 ( 124
)

 ( 67
)

 Net cash (used in) provided by financing activities

 6,134

 ( 67
)

 Effect of exchange rate fluctuations on cash and cash equivalents

 ( 120
)

 ( 230
)

 Change in cash and cash equivalents and restricted cash

 ( 99
)

 ( 8,580
)

 Cash and cash equivalents and restricted cash at the beginning of the year

 2,363

 10,943

 Cash and cash equivalents and restricted cash at the end of the year

 2,264

 2,363

 F- 6

 MY

 NOTES

 U.S.

 NOTE
1 - GENERAL

 a.

 My
 Size, Inc. is developing unique measurement technologies based on algorithms with applications
 in a variety of areas, from the apparel e-commerce market, to the courier services market
 and to the Do It Yourself ("DIY") smartphone and tablet apps market. The technology
 is driven by proprietary algorithms, which are able to calculate and record measurements
 in a variety of novel ways.

 Following
 the acquisition of Naiz Fit Bespoke Technologies, S.L ("Naiz") in October 2022 (see note 16), the Company expanded
 its offering outreach and customer base.

 Following
 the acquisition of Orgad International Marketing Ltd. ("Orgad") in February 2022 (see note 16), the Company also operates
 an omnichannel e-commerce platform.

 The
 Company has six subsidiaries, My Size Israel 2014 Ltd ("My Size Israel"), Topspin Medical (Israel) Ltd., Orgad and
 Rotrade Ltd all of which are incorporated in Israel, My Size LLC which was incorporated in the Russian Federation and Naiz
 Bespoke Technologies, S.L., a limited liability company incorporated under the laws of Spain (see note 16). References to the
 Company include the subsidiaries unless the context indicates otherwise.

 My
Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a private company
registered in the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February
2014, the Company changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development
in the field of cardiology and urology.

 From
September 1, 2005 to March 27, 2024, the Company's common stock traded on the Tel Aviv Stock Exchange
("TASE").

 b.

 in October 2023, Hamas terrorists infiltrated Israel's southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on the Israeli population and industrial centers located along Israel's border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in thousands of deaths and injuries, and Hamas additionally kidnapped many Israeli civilians and soldiers. Following the attack, Israel's security cabinet declared war against Hamas and commenced a military campaign against Hamas and other terrorist organizations in parallel to their continued rocket and terror attacks. The Company cannot currently predict the intensity or duration of Israel's war against Hamas, nor can predict how this war will ultimately affect the Company's business and operations or Israel's economy in general.

 The war with Hamas has had an immaterial effect on
its operations and financial results so far. This is attributable to its global footprint and the offices in Spain which has become a
hub for the Company's sizing solutions business. The majority of Orgad's inventory utilizes fulfillment by Amazon rather than
fulfilling directly. Inventory is now maintained and orders are shipped from regional Amazon warehouses, thereby reducing exposure to
inventory risk and contributing to operating efficiencies.

 On
February 24, 2022, Russia invaded Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict
and could have a severe adverse effect on the region. Following Russia's actions, various countries, issued broad-ranging economic
sanctions against Russia. Such sanctions included, among other things, a prohibition on doing business with certain Russian companies,
officials and oligarchs; a commitment by certain countries and the European Union to remove selected Russian banks from the Society for
Worldwide Interbank Financial Telecommunications (SWIFT) electronic banking network that connects banks globally; and restrictive measures
to prevent the Russian Central Bank from undermining the impact of the sanctions.

 The Company shut down its operation in Russia and expect to close down the subsidiary in the near future therefore
the impact from current situation is very limited.

 F- 7

 MY

 NOTES

 U.S.

 NOTE
1 - GENERAL (Cont.)

 c.

 On
 July 25, 2016, the Company's common stock began publicly trading on the Nasdaq Capital Market under the symbol "MYSZ".
 The Company's shares of common stock are listed both on the Nasdaq Capital Market and TASE.

 d.

 Since
 inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of
 $ 59,881. The Company has financed its operations mainly through fundraising from various investors.

 The
Company's management expects that the Company will continue to generate losses and negative cash flows from operations for the
foreseeable future. Based on the projected cash flows and cash balances as of December 31, 2023, management is of the opinion that its
existing cash will be sufficient to fund operations for a period less than 12 months. As a result, there is substantial doubt about the
Company's ability to continue as a going concern.

 Management's
plans include the continued commercialization of the Company's products and acquisition of technology, intellectual property
or businesses and securing sufficient financing through the sale of additional equity securities, debt or capital inflows from
strategic partnerships. Additional funds may not be available when the Company needs them, on terms that are acceptable to it, or at
all. If the Company is unsuccessful in commercializing its products and securing sufficient financing, it may need to cease
operations.

 The
financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should the
Company fail to operate as a going concern.

 e.

 Effective
 1, July 2023 the Company merged its two SAAS segments into one segment, hence reducing the reportable segments from three to the
 following two segments: (i) fashion and equipment e-commerce platform, and (ii) SaaS based innovative artificial intelligence driven
 measurement solutions. This realignment reflects the way resources are allocated and performance is assessed by the Chief Operating
 Decision Maker. The fashion and equipment e-commerce platform which represents Orgad's activity that was acquired by the Company
 in 2022, mainly operates on Amazon. The SaaS based innovative artificial intelligence driven measurement solutions, or SaaS Solutions
 operating segment consists of My Size Inc, My Size Israel, My Size LLC and Naiz.

 In
 the Company's financial reporting for December 31, 2023, comparative information for 2022 in the operating segment note was
 restated to reflect the changes in reportable segments.

 NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES

 The
consolidated financial statements are prepared according to United States generally accepted accounting principles ("U.S. GAAP"),
applied on a consistent basis, as follows:

 a.
 Use of estimates:

 The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that
affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

about assumptions made by the Company with respect to the future and other reasons for uncertainty with respect to estimates that have
a significant risk of resulting in a material adjustment to carrying amounts of assets and liabilities in the next financial year are
included in the following units reporting:

 Estimated
impairment of non-financial assets

 The Company examines on an annual basis whether there is an impairment of goodwill, intangibles and property, plant
and equipment that are allocated to reporting units, in accordance with the accounting policy presented in Note 1 (h) below. The fair
value calculations of reporting units require the use of estimates.

 For
information on key assumptions used in calculation of the fair value, see NOTE 7 – Goodwill and other Intangible assets.

 b.
 Functional currency:

 The
currency of the primary economic environment in which the operations of the Company is conducted is the United States Dollar and thus
it is the Company's functional currency. The reporting currency according to which these financial statements are prepared is the
U.S. dollar.

 The
currency of the primary economic environment in which the operation of the Subsidiary, My Size Israel and Orgad International Marketing
Ltd. functional currency is the New Israeli Shekel ("NIS").

 The
currency of the primary economic environment in which the operation of the Subsidiary, My Size LLC, functional currency is Russian Ruble.

 The
currency of the primary economic environment in which the operation of the Subsidiary, Naiz fit, functional currency is Euro.

 F- 8

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 NOTES

 U.S.

 NOTE

 c. Principles of consolidation:

 The
consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and
transactions have been eliminated upon consolidation.

 d.
 Cash equivalents:

 Cash
equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or
less at the date acquired.

 e.
 Restricted cash

 Restricted
cash are deposits for rent, credit card and for hedging activities.

 f.
 Inventories:

 Inventories
are measured at the lower of cost or net realizable value. The cost of inventories comprises of the costs incurred in bringing the inventories
to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business. At the
point of the loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances
do not result in the restoration or increase in that newly established cost basis. The costs of purchase of inventories comprise the purchase price and other costs directly
attributable to the acquisition of finished goods. Net realizable value is the estimated selling price in the ordinary course of business.
At the point of the loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and
circumstances do not result in the restoration or increase in that newly established cost basis. In 2023, the company recorded an inventory
mark-down of $ 39.

 g.
 Property and equipment:

 Property
and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated
useful lives of the assets, at the following annual rates:

OF PROPERTY AND EQUIPMENT ANNUAL RATE

 %

 Computers and peripheral equipment

 Office furniture and equipment

 7 - 20

 Leasehold improvements

 Over the term of the lease or the useful life of the improvements, whichever is shorter

 h.
 Impairment of long-lived assets:

 The
Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment",
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets
to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to
be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by
which the carrying amount of the assets exceeds the fair value of the assets. During the periods ended December 31, 2023 and 2022, no impairment losses have been
recorded.

 i. Business combinations:

 The
Company applies the provisions of ASC 805, "Business Combination" and allocates the fair value of purchase consideration
to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess
of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.
When determining the fair values of assets acquired and liabilities assumed, the Company estimated the future expected cash flows from
acquired platform, customer relationships, Technology and trademark from a market participant perspective, useful lives and discount
rates. In addition, management makes significant estimates and assumptions, which are uncertain, but believed to be reasonable.

 Acquisition-related
costs are recognized separately from the acquisition and are expensed as incurred.

 F- 9

 MY

 NOTES

 U.S.

 NOTE

 j.
 Goodwill:

represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination.
Under ASC 350, "Intangible - Goodwill and Other", goodwill is not amortized, but rather is subject to an annual impairment
test.

 ASC
350 requires goodwill to be tested for impairment at the reporting unit level at least annually, the fourth quarter, or between annual
tests in certain circumstances, and written down when impaired. Goodwill is tested for impairment by comparing the fair value of the
reporting unit with it carrying value.

 ASC
350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill
impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further
impairment testing is required. If it does result in a more likely than not indication of impairment, the impairment test is
performed. Goodwill is not deductible for income tax purposes. Goodwill from the Orgad acquisition was allocated to the fashion and
equipment e-commerce platform segment and goodwill from Naiz acquisition was allocated to the Naiz segment based innovative
artificial intelligence driven measurement solutions.

 Alternatively,
ASC 350 permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step
of the goodwill impairment test.

 Impairment charge of $ 671 as the carrying value of SaaS Solution reporting segment exceeded its expected fair value,
as determined using a discounted cash flow model which is primarily based on management's future revenue and cost estimates. This
impairment charge was recorded within Impairment of goodwill, within the Consolidated Statement of Operations, and within the Entertainment
segment for the year ended December 31, 2023.

 k. Intangible assets:

 Intangible
assets consist of identifiable intangible assets that the Company has acquired from previous business combinations. Intangible assets
are recorded at costs, net of accumulated amortization. The Company amortizes its intangible assets reflecting the pattern in which the
economic benefits of the intangible assets are consumed. When a pattern cannot be reliably determined, the Company uses a straight-line
amortization method. Amortization is calculated by the straight-line method over the estimated useful lives of the following assets.

 The
estimated useful lives of the company's intangible assets are as follows:

 SCHEDULE OF INTANGIBLE ASSETS ESTIMATED USEFUL LIVES

 years

 Customer
 Relationships

 Technology

 Trademark

 Selling
 Platform

 Each
period the Company evaluates the estimated remaining useful lives of its intangible assets and whether events or changes in circumstances
warrant a revision to the remaining period of amortization

 l. Severance pay:

 The
Subsidiary's liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law ("Section 14").
Under Section 14, employees in Israel are entitled to have monthly deposits, at a rate of 8.33 % of their monthly salary, made on their
behalf to their insurance funds. Payments in accordance with Section 14 exempt the Subsidiary from any additional obligation for these
employees. As a result, the Subsidiary does not recognize any liability for severance pay due to these employees and the deposits under
Section 14 are not recorded as an asset in the Subsidiary's balance sheet. These contributions for compensation represent defined
contribution plans and expenses are recorded based on actual deposits.

 F- 10

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 NOTES

 U.S.

 NOTE

 m.
 Research and development costs:

 Research
and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are for
wages, related expenses and subcontractors.

 Software development costs also include costs to develop software to be used solely to meet internal needs and cloud-based
applications used to deliver our services. The Company capitalize development costs related to these software applications once the preliminary
project stage is complete and it is probable that the project will be completed and the software will be used to perform the function
intended. Costs capitalized for developing such software applications were not material for the periods presented and therefore were not
capitalized.

 n.
 Income taxes:

 The
Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies'
tax returns. Deferred taxes are determined based on the difference between the financial statement carrying amount and the tax basis
of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company
assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based
upon the weight of available evidence, that it is more likely than not that all or a portion of deferred tax assets will not be realized.
The Company establishes a valuation allowance, if necessary, to reduce deferred tax assets to the amount more likely than not to be realized.
As of December 31, 2023, and 2022, a valuation allowance was established by the Company. to reduce the deferred tax assets to
the amount supported by future reversals of existing taxable temporary differences.

 The
Company implements a two-step approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the tax
position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely
than not that, on an evaluation of the technical merits, the tax position will be sustained on examination, including resolution of any related
appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent
(cumulative basis) likely to be realized upon settlement. The Company believes that its tax positions are all highly certain of being
upheld upon examination. As such, as of December 31, 2023 and 2022 the Company has not recorded any unrecognized tax benefits.

 o.
 Accounting for stock-based compensation:

 The
Company accounts for its employees' stock-based compensation as an expense in the financial statements based on ASC 718. All awards
are equity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution
approach to recognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial
and Black Scholes option pricing-model.

 The
Company recorded stock options issued to non-employees at the grant date fair value, and recognizes expenses over the related service
period by using the straight-line attribution approach in accordance with ASU 2018-07. All awards are equity classified.

 The
expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative
of expected future trends.

 The
risk-free interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield
from US treasury zero-coupon bonds with an equivalent term.

 The
Company has historically not paid dividends and has no foreseeable plans to pay dividends.

 F- 11

 MY

 NOTES

 U.S.

 NOTE

 p.
 Fair value of financial instruments:

 ASC
820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework for
measuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market
data obtained from sources independent of the reporting entity and the reporting entity's own assumptions about market participant
assumptions developed based on the best information available in the circumstances. ASC 820 defines fair value as the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date, essentially an exit price. In addition, the fair value of assets and liabilities should include consideration of non-performance
risk, which for the liabilities described below includes the Company's own credit risk.

 As
a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the
valuation methodologies in measuring fair value:

 Level
 1 -

 Valuations
 based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and
 block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly
 available in an active market, valuation of these products does not entail a significant degree of judgment.

 Level
 2 -

 Valuations
 based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly
 or indirectly.

 Level
 3 -

 Valuations
 based on inputs that are unobservable and significant to the overall fair value measurement.

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

 Due
to sales restrictions on the sale of the iMine shares, the fair value of the shares was measured on the basis of the quoted market price
for an otherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the
effect of the sales restrictions and is therefore, ranked as Level 2 asset.

 q.
 Basic and diluted net loss per share:

 Basic
net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted net
income per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutive
potential equivalent common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share".
For the years ended December 31, 2023 and 2022, all outstanding options and warrants have been excluded from the calculation of the diluted
net loss per share since their effect was anti-dilutive.

 r. Concentrations of credit risk:

instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and
cash equivalents.

 Cash
and cash equivalents are invested in banks in Israel, Spain and United States. Such deposits in Israel may be in excess of insured limits
and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company's investments
are financially sound and, accordingly, minimal credit risk exists with respect to these investments.

 The
Company and its subsidiaries have no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts
or other foreign hedging arrangements.

 F- 12

 MY

 NOTES

 U.S.

 NOTE

 s.
 Revenue Recognition:

 The
Company's revenues are comprised of two main categories: (1) selling products to customers, and (2) licensing cloud-enabled software
subscriptions, associated software maintenance and support.

 The
Company recognizes revenue in accordance with ASC Topic 606, Revenues from Contracts with Customers ("ASC 606"). A contract
with a customer exists only when: the parties to the contract have approved it and are committed to perform their respective obligations,
the Company can identify each party's rights regarding the distinct goods or services to be transferred ("performance obligations"),
the Company can determine the transaction price for the goods or services to be transferred, the contract has commercial substance and
it is probable that the Company will collect the consideration to which it will be entitled in exchange for the goods or services that
will be transferred to the customer.

 Revenues
from licensing cloud-enabled software subscriptions include subscription fees from customers accessing the Company's enterprise
cloud services. Cloud Services allow customers to use the Company's software without taking possession of the software. Revenue
is generally recognized ratably over the contract term. Substantially all of the Company's subscription service arrangements are
non-cancelable and do not contain refund-type provisions.

 The Company also sells products directly to customers
mainly through its online Amazon stores.

 Under the Company's
standard contract terms, customers have a right of return within 30 until 90 days. For contracts with rights of return, the Company recognizes
revenue based on the amount of the consideration which the Company expects to receive for products which are not expected to be returned
and recognizes a refund liability for the amount not expected to be received. At the end of each reporting period, the Company updates
its estimates of expected product returns and adjusts the refund liabilities with a corresponding adjustment in revenues. The Company
recorded an allowance for returns in the amounts of $ 260 thousand and $ 161 thousand as of December 31, 2023, and 2022, respectively. The
allowance for returns is recorded as decrease in revenues against other payables.

 The
Company maintains a returns policy that allows its customers to return product within a specified period of time. The estimate of the
provision for returns is based upon historical experience with actual returns.

 Principal
versus Agent Considerations

 The
Company follows the guidance provided in ASC 606 for determining whether it is a principal or an agent in arrangements with customers,
by assessing whether the nature of the Company's promise is a performance obligation to provide the specified goods (principal)
or to arrange for those goods to be provided by the other party (agent). With regard to products being sold by Orgad through Amazon,
this determination involves judgment. The Company determined it is a principal, as it has determined that it controls the promised product
before it is transferred to the end customers, it is primarily responsible for fulfilling the promise to provide the goods, and it has
discretion in establishing prices. Therefore, the revenues are recorded on a gross basis.

 F- 13

 MY

 NOTES

 U.S.

 NOTE

 t. Contingencies and Commitments

 Liabilities
for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable
that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies
are expensed as incurred.

 u.
 Derivative instruments

 The
Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss.

 v.
 Leases

 The
Company leases include an office space lease agreement for 36 months, with an option to extend for an additional 36 months and 36 months
cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a non-cancellable period of the lease
plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably
certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.

 ROU
assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation
to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on
the present value of lease payments over the lease term. The company generally use its incremental borrowing rate based on the estimated
rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. Lease expense for lease
payments is recognized on a straight-line basis over the lease term.

 For
the office rent lease, the Company has elected to account for the lease and non-lease maintenance components as a single lease component.
Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, including in-substance
fixed payments, owed over the lease term.

 w.
 Impact of recently issued accounting standards

 1.

 In June 2016, the FASB issued
ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments",
which requires companies to measure credit losses of financial instruments, including customer accounts receivable, utilizing a methodology
that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform
credit loss estimates. Subsequent to the issuance of ASU 2016-13, the FASB issued several additional Accounting Standard Updates to clarify
implementation guidance, provide narrow-scope improvements and provide additional disclosure guidance. As an Emerging Growth Company,
ASU 2016-13 is effective for fiscal years beginning after December 15, 2022.

 2.

 In June 2022, the FASB issued ASC 2022-03 "Fair Value Measurement of Equity Securities Subject to Contractual
Sale Restrictions". The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of
the unit of account of the equity security and, therefore, is not considered in measuring its fair value. The ASU also clarifies that
an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The ASU also introduces new disclosure
requirements for equity securities subject to contractual sale restrictions. As an Emerging Growth Company, the ASU is effective for fiscal
years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and
annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the effect
that ASU 2022-03 will have on its consolidated financial statements and related disclosures.

 3.

 In December, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disclosure
of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies
other income tax-related disclosures. The ASU will be effective for fiscal years beginning after December 15, 2024, and allows adoption
on a prospective basis, with a retrospective option. The Company is in the process of assessing the impacts and method of adoption. This
ASU will impact the Company's income tax disclosures, but not Consolidated Financial Statements.

 4.

 In November 2023, the FASB issued ASU 2023-07, Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures, This guidance expands public entities' segment disclosures
primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and
included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items,
and interim disclosures of a reportable segment's profit or loss and assets which updates reportable segment disclosure requirements
primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after
December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments
should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating this
ASU to determine its impact on the Company's segment disclosures.

 5.

 In March 2024, the SEC adopted new rules relating to the disclosure of a range of climate-hange-related physical and
transition risks, data, and opportunities. The adopted rule contains several new disclosure obligations, including, (i) disclosure on
how the board of directors and management oversee climate-related risks and certain climate-related governance items, (ii) disclosure
of information related to a registrant's climate-related targets, goals, and/or transition plans, and (iii) disclosure on whether
and how climate-related events and transition activities impact line items above a threshold amount on a registrant's consolidate
financial statements, including the impact of the financial estimates and the assumptions used. This new rule will be effective in the
Company's annual disclosures starting from the year ending December 31, 2027. The Company is in the process of assessing the impact
on its consolidated financial statements and disclosures.

 F- 14

 MY

 NOTES

 U.S.

 NOTE
3 - CASH AND CASH EQUIVALENTS

 The
Company's cash and cash equivalents balance at December 31, 2023 and 2022 is denominated in the following currencies:

OF CASH AND CASH EQUIVALENT BALANCE

 2023

 2022

 2023

 2022

 US Dollars

 1,746

 1,651

 New Israeli Shekels

 Other

 Cash and cash equivalents

 2,187

 2,100

 NOTE
4 - OTHER RECEIVABLES AND PREPAID EXPENSES

OF OTHER RECEIVABLES AND PREPAID EXPENSES

 2023

 2022

 2023

 2022

 Prepaid expenses and other current assets

 Government authorities

 Loan (*)

 -

 Other

 Total

 (*)
 the loan was given
by the Company to a third party in March 2023 and bears annual interest of 9 % per annum. The maturity date of the loan is December 31,2024.

 NOTE
5 - PROPERTY AND EQUIPMENT, NET

OF PROPERTY AND EQUIPMENT, NET

 Computers
 and
 peripheral
 equipment

 Office
 furniture
 and
 equipment

 Leasehold
 improvements

 Total

 Cost

 Balance as at January 1, 2022

 Additions

 -

 Business combination

 -

 Translation adjustments

 ( 32
)

 ( 8
)

 ( 8
)

 ( 4 8
)

 Balance as at December 31, 2022

 Balance as at January 1, 2023

 Additions

 -

 Translation adjustments

 ( 3
)

 ( 1
)

 -

 ( 4
)

 Balance as at December 31, 2023

 Accumulated Depreciation

 Balance as at January 1, 2022

 Additions

 Translation adjustments

 ( 27
)

 ( 3
)

 ( 2
)

 ( 32
)

 Balance as at December 31, 2022

 Balance as at January 1, 2023

 Additions

 Translation adjustments

 ( 1
)

 ( 3
)

 ( 1
)

 ( 5
)

 Balance as at December 31, 2023

 Carrying amounts

 As at December 31, 2022

 As at December 31, 2023

 F- 15

 MY

 NOTES

 U.S.

 NOTE
6 - LEASES

 In
August 2019, The Company entered into an office space lease agreement. The
lease term is for 36
months beginning on August 20, 2019 and ending on August
20, 2022, with an option
to extend for an additional 36 months. The Company extended the lease period until August 20, 2025. On
January 8, 2024 the Company provided a notice of six month termination to the lessor
that the lease will end on July 8,2024. Monthly rent payments including utilities amounting to approximately USD 14
(NIS 49,500)
per month.

 In
addition, The Company entered into a three-year cancelable operating lease agreement for cars.

 These
operating leases are included in "Right of use asset" on the Company's December 31, 2023 consolidated balance
sheets, and represent the Company's right to use the underlying asset for the lease term. The Company's obligations to
make lease payments are included in the current liabilities as "Operating lease liability" and in the non-current
liabilities as "Operating lease liability - long term" on the Company's December 31, 2023 consolidated balance
sheets. As of December 31, 2023, right-of-use of asset was $ 351.
operating lease liabilities were $ 158
and non current Operating lease liabilities were $ 129.
Right-of-use asset includes the capitalization of improvements (net of amortization) amounting to $ 63.

 Because
the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present
value of the lease payments.

 The
interest rate used to discount future lease payment was 11.95 %.

 Maturities
of lease liabilities as of December 31, 2023 were as follows:

 SCHEDULE OF MATURITIES OF LEASE LIABILITIES

 Year Ending:

 2024

 $

 2025

 $

 Thereafter

 $
 -

 Less imputed interest:

 $
 ( 60
)

 Total lease liabilities

 $

 F- 16

 MY

 NOTES

 U.S.

 NOTE
7 – Goodwill and other Intangible assets

 A.

 Identified
 intangible assets

 Schedule
of Intangible assets

OF GOODWILL AND INTANGIBLE ASSETS

 Selling Platform

 Technology

 Customer Relationships

 Other

 Total

 USD

 USD

 USD

 USD

 USD

 Cost

 As of January 1, 2022

 -

 -

 -

 -

 -

 Acquisitions through business combinations

 1,467

 Effect of changes in exchange rates

 ( 32
)

 As of December 31, 2022

 1,532

 Goodwill and intangible assets, Cost, beginning

 1,532

 Effect of changes in exchange rates

 ( 13
)

 As of December 31, 2023

 -

 1,556

 Goodwill and intangible assets, Cost, ending

 -

 1,556

 Amortization

 As of January 1, 2022

 -

 -

 -

 -

 -

 Amortization for the year

 ( 109
)

 ( 15
)

 ( 27
)

 ( 4
)

 ( 155
)

 Effect of changes in exchange rates

 -

 -

 -

 -

 -

 As of December 31, 2022

 ( 109
)

 ( 15
)

 ( 27
)

 ( 4
)

 ( 155
)

 Goodwill and intangible assets, Amortization, beginning

 ( 109)

 ( 15
)

 ( 27
)

 ( 4
)

 ( 155
)

 Amortization for the year

 ( 111
)

 ( 62
)

 ( 112

)

 ( 17

)

 ( 302

)

 Effect of changes in exchange rates

 ( 3
)

 ( 6

)

 -

 ( 2

)

 As of December 31, 2023

 ( 213
)

 ( 80
)

 ( 145

)

 ( 21

)

 ( 459

)

 Goodwill and intangible assets, Amortization, ending

 ( 213
)

 ( 80
)

 ( 145
)

 ( 21
)

 ( 459
)

 Carrying amount

 As of December 31, 2022

 1,377

 As of December 31, 2023

 1,097

 Goodwill and intangible assets, Carrying amount, ending

 1,097

 Amortization

 Amortization
expenses recorded for identified intangible assets in the Consolidated Statements of Operations for each period and were as follows:

OF AMORTIZATION EXPENSES INTANGIBLE ASSETS

 Line Item

 2023

 2022

 Selling platform

 Costs of revenues

 Trademark

 Sales and marketing

 Technology

 Costs of revenues

 Customer relationships

 Sales and marketing

 Total amortization expenses

 Future
amortization expenses are expected to be as follows:

OF FUTURE AMORTIZATION EXPENSES

 2024

 2025

 2026

 2027

 2028

 Thereafter

 Total

 Future amortization expenses

 1,097

 b.

 The
changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 were as follows:

OF GOODWILL

 SaaS
Solutions

 Total

 Balance as of December 31, 2021

 -

 -

 -

 Changes during the period:

 Goodwill acquired

 1,152

 1,304

 Goodwill impairment

 -

 -

 -

 Translation differences

 ( 14
)

 Balance as of December 31, 2022

 1,257

 1,395

 Translation differences

 ( 4
)

 Goodwill impairment

 -

 ( 671
)

 ( 671
)

 Balance as of December 31, 2023

 The
Company operates its business through two reporting segments: (i) fashion and equipment e-commerce platform, and (ii) SaaS based innovative
artificial intelligence driven measurement solutions See note 17 for additional segment information.

 The
Company determines the fair value of its reporting units using the income approach. According to the income, the Company uses discounted
cash flows to estimate the fair value. Cash flow projections are based on the Company's estimates of revenue growth rates and operating
margins, taking into consideration the industry's and market's conditions. The discount rate used is based on the weighted
average cost of capital ("WACC"), adjusted for the relevant risk associated with business-specific characteristics.

 The
Company performed a quantitative assessment as of December 31, 2023 for the reporting units' fair value. The estimated fair value
of the Fashion and equipment e-commerce platform reporting unit exceeded its estimated carrying amount by 16.8 %

 Impairment
charge of $ 671 as the carrying value of SaaS Solution reporting segment exceeded its expected fair value, as determined using a discounted
cash flow model which is primarily based on management's future revenue and cost estimates. This impairment charge was recorded
within Impairment of goodwill, within the Consolidated Statement of Operations, and within the SaaS based innovative artificial intelligence driven measurement solutions segment for the year ended
December 31, 2023.

 This,
based the following assumptions:

OF ESTIMATED FAIR VALUE

 SaaS

 Solutions

 Discount rate

 21.5
 %

 %

 Terminal growth rate

 %

 %

 Revenue growth rate

 12.4 %- 50
 %

 15 %- 70
 %

 If
business conditions or expectations were to change materially, it may be necessary to record impairment charges to the Company's
reporting units in the future.

 F- 17

 MY

 NOTES

 U.S.

 NOTE
8 - Investment in JV

 In
August 2022, the Company established a joint venture ("JV") in Brazil with Santista T xtil. The Company holds 51 % and
Santista T xtil holds 49 % of the JV. The purpose of the JV is to serve the Brazilian market according to the business plan that
was set. Both parties agree to make an initial investment in the JV of $ 198 that will be made per the holding percentage of each
party. As of the reporting date, the JV is in process of terminating its operations.

the years ended December 31, 2023 and 2022, the Company recognized equity loss from the JV in an amount of $ 71 and $ 0 respectively.

 NOTE
9 - Financial Liabilities

 The
book value of each of the financial liability categories is an acceptable approximation of fair value.

 The
financial liability maturities during the five years following the end of the financial year are shown below:

 SCHEDULE OF FINANCIAL LIABILITY MATURITIES

 Until

 Until

 Until

 Until

 Until

 TOTAL

 31-12-24

 31-12-25

 31-12-26

 31-12-27

 31-12-28

 31-12-23

 Debts with credit institutions

 Loans in an amount of $ 80 is bearing interest between Prime to Prime + 1.5 % and is due between March 2025 to February
2028.

 Loans in an amount of $ 327 is bearing interest between 0.13 %- 0.8 % and is due between December 2024 and June 2028.

 NOTE
10 - RELATED PARTY TRANSACTIONS

 A.
Balances with related parties:

 The
following related party payables are included in liability to related parties:

 SCHEDULE OF RELATED PARTY PAYABLES

 2023

 2022

 2023

 2022

 Officers (*)

 Other related parties (**)

 Other related parties

 ( 119
)

 ( 97
)

 Directors

 Due to related parties

 (*)

 The
 amount includes the net salary payable.

 (**)

 The
 amount includes the provision created to former owners of Orgad that are entitled to additional cash and equity consideration and
 former owners of Naiz that entitled to additional cash consideration, see note 16- business combination.

 B.
Related parties benefits:

 SCHEDULE OF RELATED PARTIES BENEFITS

 2023

 2022

 2023

 2022

 Salaries and related expenses

 1,173

 1,440

 Share based payments

 Cash liability and equity liability expenses related to acquisitions (**)

 1,058

 Directors

 Related parties benefits

 1,707

 2,952

 (**)

 The
 amount includes the expenses for a provision created to former owners of Orgad that are entitled to additional cash and equity consideration
 and former owners of Naiz that entitled to additional cash consideration, see note 16- business combination.

 NOTE
11 - FINANCIAL INSTRUMENTS

 The
following tables presents the Company's significant assets and liabilities that are measured at fair value on recurring basis and
their classification within the fair value hierarchy:

 SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS

 December 31, 2023

 Fair value hierarchy

 Level 1

 Level 2

 Level 3

 Financial assets

 Investment in marketable securities

 -

 -

 December 31, 2022

 Fair value hierarchy

 Level 1

 Level 2

 Level 3

 Financial assets

 Investment in marketable securities

 -

 -

 Derivatives (*)

 December 31, 2022

 Fair value hierarchy

 Level 1

 Level 2

 Level 3

 Financial liabilities

 Warrants derivative

 -

 -

 (*)

 the
 derivatives are included in other receivables.

 F- 18

 MY

 NOTES

 U.S.

 NOTE
11 - FINANCIAL INSTRUMENTS (Cont.)

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

 At
December 31, 2023, the recognized loss and fair value (based on quoted market prices with a discount due to security- restrictions on
iMine shares) of the marketable securities were $ 41 and $ 6, respectively (at December 31, 2022 $ 59 and $ 47, respectively).

 NOTE
12 - TAXES ON INCOME

 a.

 On
 December 31, 2023, the Company had U.S. federal net operating loss carryforwards of approximately $ 27,037 available to reduce future
 taxable income: $ 16,488
will expire from 2030 until 2037 and the remain of $ 10,585 may be carryforward to offset against future income for an indefinite period
of time. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership
 provisions of the Internal Revenue Code of 1986.

 The
U.S. Company has final tax assessments through 2015.

 The U.S. corporate income tax rate 21%.

 b.

 Foreign
 tax:

 1.

 Tax
 rates:

 Presented
hereunder are the income tax rates relevant to the Company's Israeli subsidiaries:

 SCHEDULE OF TAX RATES RELEVANT TO THE COMPANY'S ISRAELI SUBSIDIARY

 2023
 - 23 %

 2022
 - 23 %

 Presented
hereunder are the income tax rates relevant to the Company's Spanish subsidiary:

 2022
 - 25 %

 2023 - 25 %

 2.

 The Company's Israeli subsidiaries have estimated
 total available operating loss carryforwards of approximately $ 66,000
 as of December 31, 202 3. Of these carryforwards, a
 total of $ 42,000
 are owned by Topspin Medical (Israel) Ltd. Topspin's operating loss carryforwards may be offset only by future income with
 respect to the same operational activity by which it was incurred for an indefinite period of time. The other operating loss
 carryforwards are owned by My Size Israel 2014 Ltd and Orgad (subsidiary) may be carryforward to offset against future income for
 an indefinite period of time.

 3.

 Topspin
 Medical (Israel) Ltd. and My Size (Israel) 2014 Ltd. has final tax assessments through 2016.

 4.

 Naiz has estimated total available operating loss carryforwards of approximately
$ 1,335 as of December 31, 2023. Naiz operating loss carryforward may be used to offset against future income for an indefinite period
of time.

 c.

 U.S.
 and foreign components of loss, before income taxes consisted of:

OF COMPONENTS OF LOSS FROM CONTINUING OPERATIONS, BEFORE INCOME TAXES

 2023

 2022

 2023

 2022

 U.S

 ( 2,375
)

 ( 1,180
)

 Non-U.S. (foreign)

 ( 4,338

)

 ( 7,166
)

 Loss
 before income taxes

 ( 6,713
)

 ( 8,346
)

 F- 19

 MY

 NOTES

 U.S.

 NOTE
12 - TAXES ON INCOME (Cont.)

 d.

 Deferred
 taxes:

 Deferred
taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets are as follows:

 SCHEDULE OF DEFERRED TAX ASSETS

 2023

 2022

 Deferred tax assets:

 Operating loss carryforwards

 21,172

 20,131

 Stock based compensation expense

 Investment in marketable securities

 Capitalized research and development expenses

 Other temporary differences

 Total deferred tax assets

 21,935

 21,455

 Valuation allowance

 ( 21,663
)

 ( 21,455
)

 Net deferred tax assets after valuation allowance

 -

 Deferred tax liabilities:

 Intangible assets

 ( 272
)

 ( 328
)

 Net deferred tax liability

 -

 ( 328
)

 The
following table presents a reconciliation of the beginning and ending valuation allowance:

 SCHEDULE OF RECONCILIATION OF VALUATION ALLOWANCE

 2023

 2022

 2023

 2022

 Balance at beginning of the year

 21,455

 21,082

 Additions in valuation allowance to the income statement

 1,758

 Additions in valuation allowance due to exchange rate foreign currency
 translation differences

 ( 780
)

 ( 1,385
)

 Net change in the valuation allowance

 Balance at end of the year

 21,663

 21,455

 In
assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of
the deferred tax assets will not be realized.

 The
ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which
temporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded
a valuation allowance to reduce deferred tax assets to the amount supported by future reversals of existing taxable temporary differences
at December 31, 2023 and 2022.

 e.

 Theoretical
 tax

 The following presents the adjustment between the theoretical income tax benefit that would result from applying
the U.S. federal statutory income tax rate to loss before income taxes amount and the reported income tax benefit included in the financial
statements:

OF COMPONENTS OF INCOME TAX EXPENSES BENEFITS

 2023

 2022

 2023

 2022

 Loss before income taxes

 6,713

 8,346

 Statutory income tax rate

 %

 %

 Computed "expected" income tax benefit

 1,410

 1,752

 Foreign tax rate differences

 Exchange rate differences

 -

 Nondeductible expenses

 ( 41

)

 ( 107
)

 Impairment of goodwill

 ( 168
)

 -

 Change in valuation allowance

 ( 988

)

 ( 1,758
)

 Income tax benefit

 The entire income tax benefit
is a deferred tax benefit.

 F- 20

 MY

 NOTES

 U.S.

 NOTE
13 - SHAREHOLDERS' EQUITY

 a.

 Common
 stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the
 right to receive dividends if declared.

 b.

 On
 December 7, 2022, the Company's board of directors approved a 1-for-25 reverse stock split of the Company's issued and
 outstanding shares of common stock. The reverse stock split became effective on December 8, 2022. As a result, all shares of common
 stock, options for shares of common stock, exercise price and net loss per share amounts were adjusted retroactively for all periods
 presented in these financial statements.

 c.

 On January 10, 2023, the Company entered into a securities purchase agreement pursuant to which the Company sold an aggregate of 162,000 of the Company's shares of common stock and pre-funded warrants to purchase up to 278,899 shares of common stock and, in a concurrent private placement, unregistered warrants to purchase up to 883,798 shares of common stock, consisting of Series A warrants to purchase up to 441,899 shares of common stock and Series B warrants to purchase up to 441,899 shares of common stock, at an offering price of $ 3.055 per share of common stock and associated Series A and Series B warrants and an offering price of $ 3.054 per pre-funded warrant and associated Series A and Series B warrants.

 In addition, the Company entered into a securities purchase agreement (the
"PIPE Purchase Agreement") pursuant to which the Company agreed to sell and issue in a private placement an aggregate of up
to 540,098 unregistered pre-funded warrants and unregistered warrants to purchase up to an aggregate of 1,080,196 shares of common stock,
consisting of Series A warrants to purchase up to 540,098 shares of common stock and Series B warrants to purchase up to 540,098 shares
of common stock at an offering price of $ 3.054 per pre-funded warrant and associated Series A and Series B warrants.

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

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

 Aggregate gross proceeds to the Company in respect of the offerings was
approximately $ 3,000, before deducting fees payable to the placement agent and other offering expenses payable by the Company. The net
proceeds were approximately $ 2,600.

 As of December 31, 2023, all the pre funded warrants were exercised.

 d.

 On August 24, 2023, the Company entered into an inducement offer letter
agreement (the "Inducement Letter") with a certain holder (the "Holder") of certain of the Company's existing
warrants to purchase up to (i) 1,963,994 shares of the Company's common stock issued on January 12, 2023 at an exercise price of
$ 2.805 per share (the "January 2023 Warrants"), (ii) 6,864 shares of the Company's common stock issued on January 17,
2020 at an exercise price of $ 94.00 per share (the "January 2020 Warrants"), and (ii) 47,153 shares of the Company's
common stock issued on October 28, 2021 at an exercise price of $ 31.50 per share, having terms ranging from 28 months to five and one-half
years (the "October 2021 Warrants" and together with the January 2023 Warrants and the January 2020 Warrants, the "Existing
Warrants).

 Pursuant to the Inducement Letter, the Holder agreed to exercise for cash
its Existing Warrants to purchase an aggregate of 2,018,012 shares of the Company's common stock at a reduced exercise price of
$ 2.09 per share in consideration of the Company's agreement to issue new common stock purchase warrants (the "New Warrants"),
to purchase up to an aggregate of 5,367,912 shares of the Company's common stock (the "New Warrant Shares"), at an exercise
price of $ 2.09 per share. The Company received aggregate gross proceeds of approximately $ 4.2 million from the exercise of the Existing
Warrants by the Holder, before deducting placement agent fees and other offering expenses payable by the Company. The net proceeds are
approximately $ 3.6 million.

 As of December 31, 2023, the Company issued to the holder 1,183,012 shares
and 835,000 in abeyance.

 F- 21

 MY

 NOTES

 U.S.

 NOTE
13 - SHAREHOLDERS' EQUITY (Cont.)

 c.

 A
 summary of the warrant activity during the years ended December 31, 2023 and 2022 is presented below:

OF WARRANT ACTIVITY

 Warrants

 Average
 Exercise
 Price

 Average
 Remaining
 Life in
 Years

 Outstanding, December 31, 2021

 287,964

 31.00

 4.35

 Issued

 -

 -

 -

 Expired or exercised

 ( 17,901
)

 -

 -

 Outstanding, December 31, 2022

 270,063

 30.21

 3.36

 Issued

 8,641,803

 -

 -

 Expired or exercised

 ( 3,067,572
)

 -

 -

 Outstanding, December 31, 2023

 5,844,294

 3.41

 3.75

 Exercisable, December 31, 2023

 5,844,294

 3.41

 3.75

 NOTE
14 - STOCK BASED COMPENSATION

 The
stock-based expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketing
and General and Administrative expenses as shown in the following table:

OF STOCK BASED COMPENSATION EXPENSES

 2023

 2022

 2023

 2022

 Stock-based compensation expense – Cost of goods

 Stock-based compensation expense - Research and development

 Stock-based compensation expense - Sales and marketing

 Stock-based compensation expense - General and administrative

 Stock-based compensation
 expense

 F- 22

 MY

 NOTES

 U.S.

 NOTE
14 - STOCK BASED COMPENSATION (Cont.)

issued to consultants

 a.

 In
 July 2019, the Company entered into a three-year agreement with a consultant ("Consultant14") to provide services to
 the Company including assisting the Company to promote, market and sell the Company's technology to potential customers. Pursuant
 to such agreement and in partial consideration for such consulting services, the Company agreed to issue to Consultant14 options
 to purchase up to 107 shares of the Company's common stock upon execution of the agreement. The options are exercisable at
 $ 375.00 per share and shall vest in 3 equal instalments every twelve months starting July 2019. Unexercised options shall expire
 4 years from the effective date.

 In
 addition, the Company agreed to issue to Consultant14 options to purchase up to 890 shares of the Company's common stock upon
 execution of the agreement. The options are exercisable at $ 27.00 per share and shall vest in 4 equal instalments every six months
 starting September 2020. Unexercised options shall expire 5 years from the effective date.

 b.

 In March 2023, the Company entered into a two-year agreement with a consultant ("Consultant15") to provide
services to the Company including assisting the Company to promote, market and sell the Company's technology to potential customers.
Pursuant to such agreement and in partial consideration for such consulting services, the Company agreed to issue to Consultant15 options
to purchase up to 4,000 shares of the Company's common stock upon execution of the agreement. The options are exercisable at $ 3.00
per share and shall vest in 2 equal instalments every twelve months starting March 2023. Unexercised options shall expire 3 years from
the effective date.

 During 2023 and 2022, an
amount of $ 1
and $ 7
respectively, were recorded by the Company as stock-based equity awards with respect to Consultant 14 and consultant 15.

 F- 23

 MY

 NOTES

 U.S.

 NOTE
14 - STOCK BASED COMPENSATION (Cont.)

 The
Company's outstanding options granted to consultants as of December 31, 2023 are as follows:

OF OPTIONS GRANTED TO CONSULTANTS

 Issuance date

 Options for
 Common stock

 Average
 exercise price
 per share

 exercisable

 Expiration
 date

 September-October 2020

 1,488

 USD

 27.20

 1,488

 October 2024- September 2025

 March 2023

 4,000

 USD

 -

 March 2026

 Total

 5,488

 1,488

 The
Company uses the Black Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.

 The
fair value of the Company's stock options granted to non-employees was calculated using the following weighted average assumptions:

OF FAIR VALUE ASSUMPTIONS OF STOCK OPTIONS

 2023

 2022

 Grants

 Grants

 Dividend yield

 -

 -

 Expected volatility

 82.49
 %

 -

 Risk-free interest

 3.96
 %

 -

 Contractual term of up to (years)

 -

 F- 24

 MY

 NOTES

 U.S.

 NOTE
14 - STOCK BASED COMPENSATION (Cont.)

 Stock
Option Plan for employees

 In
March 2017, the Company adopted a stock option plan (the "Plan") pursuant to which the Company's Board of Directors
may grant stock options to officers and key employees. The total number of options which may be granted to directors, officers, employees
under this plan, is limited to 289,000 options. Stock options can be granted with an exercise price equal to or less than the stock's
fair market value at the date of grant.

 The
fair value of each option award is estimated on the date of grant using the Binomial option-pricing model that used the weighted average
assumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve
in effect at the time of grant.

OF FAIR VALUE ASSUMPTIONS OF STOCK OPTIONS

 2023
 Grants

 2022
 Grants

 Dividend yield

 %

 %

 Expected volatility

 82.49
 %

 96.52
 %

 Risk-free interest

 3.96
 %

 4.06
 %

 Contractual term

 In
the years ended December 31, 2023 and 2022, 93,000 and 10,000 options, respectively, were granted.

 On
December 27, 2023, the Company's stockholders approved an increase in the shares available for issuance under the 2017 Equity Incentive
Plan from 289,000 shares to 1,040,000 shares.

 On
September 29, 2022, the Compensation Committee of the Company approved grants of restricted share awards under the Company's 2017
Equity Incentive Plan to Ronen Luzon (CEO), Or Kles (CFO), Billy Pardo (COO), Ilia Turchinsky (CTO) and Ezequiel Javier Brandwain (CCO),
pursuant to which were issued 100,000 restricted shares, 24,000 restricted shares, 24,000 restricted shares, 16,000 restricted shares
and 12,000 restricted shares, respectively. Each restricted share awarded under section 102 Capital Gain Restricted Stock Award Agreement
(the "Agreement"). The restricted shares shall vest in three equal installments on January 1, 2023, January 1, 2024 and January
1, 2025 for Ronen Luzon, Or Kles, Billy Pardo and Ilia Turchinsky and on January 27, 2023, January 27, 2024 and January 27, 2025 for
Ezequiel Javier Brandwain, conditioned upon continuous employment with the Company, and subject to accelerated vesting upon a change
in control of the Company.

 On
the same day, the Company granted five-years options to purchase up to 10,000 ordinary shares to other employees of the Company at an
exercise price of $ 0.21 per share. The options vesting period is over three years in three equal portions from the vesting commencement
date.

 On July 13, 2023, the
compensation committee of the board of directors of the Company reduced the exercise price of outstanding options of certain
officers and directors of the Company for the purchase of an aggregate of 23,575 shares of common stock (with exercise
prices of $ 26.00 per Share) to $ 1.09 per share, which was the closing price for the Company's shares on July 13,
2023. The exercise price reduction includes options held by, among others, the Company's named executive officers with respect
to the following number of shares: (i) Ronen Luzon, the Company's Chief Executive Officer and director: 8,001 shares,
(ii) Or Kles, the Company's Chief Financial Officer: 5,760 shares, and (iii) Billy Pardo, the Company's Chief
Operating Officer and Chief Product Officer: 6,094 shares.

 The incremental compensation cost
resulting from the repricing is approximately $ 10. in
addition, The Company granted five-year options to purchase up to 93,000 ordinary shares to employees of the Company at an exercise
price of $ 1.09 per share.

 On February 14, 2024, the Compensation Committee of the Company granted restricted share awards under the Company's
2017 Equity Incentive Plan to Ronen Luzon, Or Kles and Billy Pardo, pursuant to which they were issued 300,000 restricted shares, 150,000
restricted shares and 150,000 restricted shares, respectively. The restricted shares shall vest in three equal installments on January 1, 2025, January
1,2026 and January 1, 2027, conditioned upon continuous employment with the Company, and subject to accelerated vesting upon a change
in control of the Company.

 F- 25

 MY

 NOTES

 U.S.

 NOTE
14 - STOCK BASED COMPENSATION (Cont.)

 The
total stock option compensation expense in the year ended December 31, 2023 amounted to $ 371 as follows: Research and development expenses
amounted to $ 71, sales and marketing expenses amounted to $ 130 and general and administrative expenses amounted to $ 168.

 The
total stock option compensation expense in the year ended December 31, 2022 amounted to $ 455 as follows: Research and development expenses
amounted to $ 151, sales and marketing expenses amounted to $ 126 and general and administrative expenses amounted to $ 178.

 As
of December 31, 2023, there was a total of $ 153 unrecognized compensation cost relating to non-vested share-based compensation arrangements.
That cost is expected to be recognized over a weighted-average period of 2.0 years.

 Share
option activity during 2023 is as follows:

OF SHARES OPTION ACTIVITY

 2023

 options

 average
 exercise
 price US$

 Outstanding at January 1

 41,606

 22.48

 Granted

 93,000

 1.09

 Exercised

 -

 -

 Expired

 ( 23,950
)

 -

 Outstanding at year end

 110,656

 1.11

 Vested at year end

 48,656

 1.10

 Share
option activity during 2022 is as follows:

 2022

 options

 average
 Exercise
 price US$

 Outstanding at January 1

 35,742

 26.5

 Granted

 10,000

 5.25

 Exercised

 -

 -

 Expired

 ( 4,136
)

 -

 Outstanding at year end

 41,606

 22.48

 Vested at year end

 33,208

 25.17

 F- 26

 MY

 NOTES

 U.S.

 NOTE
15 - CONTINGENCIES AND COMMITMENTS

 On
 August 7, 2018, the Company commenced an action against North Empire LLC ("North Empire") in the Supreme Court of the
 State of New York, County of New York for breach of a Securities Purchase Agreement (the "Agreement") in which it is
 seeking damages in an amount to be determined at trial, but in no event less than $ 616. On August 2, 2018, North Empire filed a Summons
 with Notice against the Company, also in the same Court, in which they allege damages in an amount of $ 11,400 arising from an alleged
 breach of the Agreement. On September 6, 2018 North Empire filed a Notice of Discontinuance of the action it had filed on August
 2, 2018. On September 27, 2018, North Empire filed an answer and asserted counterclaims in the action commenced by the Company against
 them, alleging that the Company failed to deliver stock certificates to North Empire causing damage to North Empire in the amount
 of $ 10,958. North Empire also filed a third-party complaint against the Company's CEO and now former Chairman of the Board
 asserting similar claims against them in their individual capacities. On October 17, 2018, the Company filed a reply to North Empire's
 counterclaims. On November 15, 2018, the Company's CEO and now former Chairman of the Board filed a motion to dismiss North
 Empire's third-party complaint. On January 6, 2020, the Court granted the motion and dismissed the third-party complaint. Discovery
 has been completed and both parties have filed motions for summary judgment in connection with the claims and counterclaims. On December
 30, 2021, the Court denied both the Company and North Empire's motions for summary judgment, arguing there were factual issues
 to be determined at trial. On January 26, 2022, the Company filed a notice of appeal of the summary judgment decision. On February
 3, 2022, the Company filed a motion to reargue the Court's decision denying the Company's motion for summary judgment.
 North Empire will file its opposition papers on or before March 31, 2022, and the Company will file reply papers on April 29, 2022.
 On or about September 12, 2022, the Court issued its Decision and Order denying the Company's motion to reargue. North Empire
 filed its opposing brief on December 7, 2022. Both sides were given an opportunity to file a reply brief. The Company filed a reply
 brief on January 4, 2023 and North Empire filed its reply brief on January 13, 2023. The Appellate Court has scheduled oral argument
 for the appeal for February 7, 2023. Oral argument was held before the Appellate Court on February 7, 2023. On or about February
 28, 2023, the Appellate Court filed its Decision and Order, which affirmed the lower court's decisions regarding both the Company
 and North Empire's motions for summary judgment and sent the case back to the Supreme Court. On March 13, 2023, the Supreme
Court referred the case to its Alternative Dispute Program and ordered the cases to mediate. The mediation was held on July 26, 2023 and
various settlement options were explored but the mediation did not lead to settlement. On December 21, 2023, a conference with the Court
was held and the parties were given dates for various pre-trial filings. The next pre-trial conference is scheduled to be held on May 31, 2024, at
which point the Court will schedule the matter for trial on the ultimate claims. The Company intends to vigorously defend any claims made
by North Empire. The Company believes it is more likely than not that the counterclaims will be denied.

 F- 27

 MY

 NOTES

 U.S.

 NOTE
16 - BUSINESS COMBINATIONS

of Orgad

 On
February 7, 2022, the Company acquired 100 % of the shares and voting interests in Orgad an omnichannel e-commerce platform. The acquisition
was designed to create an additional revenue stream for the Company by becoming a direct e-commerce seller while leveraging the synergies
between MySizeID and Orgad's e-commerce platform.

 Unaudited
pro-forma information

 The
results of operations of Orgad have been included in the consolidated financial statements since the acquisition date of February 7,
2022. Orgad revenues included in the Company's consolidated statement of operations from February 7, 2022 through December 31,
2022 were $ 4,132. If the acquisition had occurred on January 1, 2021, management estimates that the consolidated pro forma revenues for
the year ended December 31 2022 and 2021 would have been $ 4,662 and $ 2,850 respectively, and the net loss after tax would have been $ 8,519
and $ 10,149 respectively.

 (a)

 Consideration
 transferred

 The
following table summarizes the acquisition date fair value of each major class of consideration:

OF FAIR VALUE OF THE ACQUISITION

 USD

 Cash

 Issuance of shares of common stock ( 55,801
 shares) (*)

 Total consideration transferred

 (*)

 Quoted price as of the acquisition date

 In addition, the Company agreed
to pay to the former owners of Orgad, on the two-year and the three-year anniversary of the closing, $ 350
in each of these years provided that in the case of the second and third instalments certain revenue targets are met and subject
further to certain downward post-closing adjustment. Subsequent to the balance sheet date, the amount of $ 700 was fully paid to the
former owners of Orgad net of a settlement amount of $ 275.

 Furthermore, 55,801
shares of common stock will be issued in eight equal quarterly instalments until the lapse of two years from closing. Additional
earn-out payments of 10 %
of the operating profit of Orgad for the years 2022 and 2023 will also be paid. All of these payments are subject to the former
owners being actively engaged with Orgad at the date such payment is due, and therefore were not taken as part of the consideration
for the business combination.

the years ended December 31, 2023 and 2022 an amount of $ 202,
$ 456
$ 82 and $ 319
was recorded in respect of the cash instalments and in respect of stocks issuance, respectively in Cost Of Goods, Sales and
Marketing and General and Administrative expenses as shown in the following table:

OF STOCK BASED COMPENSATION EXPENSES

 2023

 2022

 Expenses – Cost of goods

 Expenses - Sales and marketing

 Expenses - General and administrative

 Stock-based compensation
 expense

 (b)

 Identifiable assets
 acquired and liabilities assumed

 Under
the purchase price allocation, the Company allocated the purchase price to tangible and identified intangible assets acquired and liabilities
assumed based on the estimates of their fair values, which were determined using generally accepted valuation techniques
based on estimates and assumptions made by management at the time of the acquisition.

 The
following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:

OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES

USD

 Cash and Cash Equivalent

 -

 Trade receivables

 PP&E

 Inventory

 Long-term financial investment

 Selling platform

 Short-term accruals and deferrals

 ( 181
)

 Trade payables

 ( 668
)

 Long term provision

 ( 13
)

 Long-term debt

 ( 138
)

 Deferred tax liabilities

 ( 87
)

 Total net assets acquired

 F- 28

 MY

 NOTES

 U.S.

 NOTE
16 - BUSINESS COMBINATION (Cont.)

 (c)

 Acquisition-related
 costs

 The
Company incurred transaction costs of approximately none and $ 40
and during twelve-month period ended December 31, 2023 and 2022 respectively, which were included in general and administrative
expenses in the consolidated statements of income (loss).

of N aiz Bespoke Technologies, S.L.

 On
October 11, 2022, the Company acquired 100 % of the shares and voting interests in Naiz a provider of SaaS technology solutions that solve
size and fit issues for fashion ecommerce companies. The acquisition was designed to allow Naiz's customers benefit from MySize's
deep understanding of the fashion ecommerce retail landscape, while creating an additional revenue stream for the Company.

 Unaudited
pro-forma information

 The
results of operations of Naiz have been included in the consolidated financial statements since the acquisition date of October 11, 2022.
Naiz revenues included in the Company's consolidated statement of operations from October 11, 2022 through December 31, 2022 were
$ 103. If the acquisition had occurred on January 1, 2021, management estimates that the consolidated pro forma revenues for the year
ended December 31 2022 and 2021 would have been $ 4,738 and $ 379 respectively and the net loss after tax would have been $ 8,695 and $ 10,717
respectively.

 (a)

 Consideration transferred

 The
following table summarizes the acquisition date fair value of each major class of consideration:

OF FAIR VALUE OF THE ACQUISITION

 USD

 Cash

 Issuance of shares of common stock ( 240,000 shares) (*)

 1,008

 Total consideration transferred

 1,511

 (*)

 Quoted price as of the acquisition date

 In
addition, the Company agreed to pay to the former owners of Naiz, additional cash consideration (up to $ 1,550) in four instalments subject
to the following conditions:

 (i)

 Continuing employment or
 involvement of the Key Persons of Naiz (as defined in the agreement) by or with Naiz, except if terminated as a result of a Good
 Reason; and

 (ii)

 Naiz's Revenues reaching
 or exceeding the respective Target Revenues defined in the agreement. The revenues will be calculated in four periods: (1) January
 1, 2022 – December 31, 2022; (2) January 1, 2023 – June 30, 2023; (3) July 1, 2023 – December 31, 2023; (4) January
 1, 2024 – December 31, 2024.

 Former
owners of Naiz are entitled to additional cash consideration following December 31, 2025 (up to $1,650) in an event when the actual value
of the equity consideration is less than $1,650, subject to completion of a Target Revenue for the period of January 1, 2025 –
December 31, 2025 and continuing employment or involvement of the Key Persons of Naiz (as defined in the agreement) by or with Naiz,
except if terminated as a result of a Good Reason;

 F- 29

 MY

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

 NOTE
16 - BUSINESS COMBINATION (Cont.)

the year ended December 31, 2023 and 2022 an amount
of ($ 130) and $ 283
was recorded in respect of the additional cash consideration respectively.

 Naiz
has reached the Revenues target of (1) period January 1, 2022-December 31,2022 and therefore an amount of $ 125 was paid during the year
of 2023.

 Naiz
has not reached the targets of the (2) and (3) periods and therefore the contingent liability was reduced accordingly.

 (b)

 Identifiable assets
 acquired and liabilities assumed

 Under
the purchase price allocation, the Company allocated the purchase price to tangible and identified intangible assets acquired and liabilities
assumed based on the estimates of their fair values, which were determined using generally accepted valuation techniques based on estimates
and assumptions made by management at the time of the acquisition.

 The
following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:

OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES

USD

 Cash and cash equivalent

 Trade receivables and other receivables

 PP&E

 Long-term financial investment

 Customer Relationships

 Technology

 Trademark

 1,152

 Short Term accruals and deferrals

 ( 56
)

 Trade payables

 ( 46
)

 Short-term provision

 ( 6
)

 Short term debt

 ( 155
)

 Long term debt

 ( 294
)

 Deferred tax liabilities

 ( 261
)

 Total net assets acquired

 1,511

 (c)

 Acquisition-related
 costs

2022, the Company incurred transaction costs of approximately $ 75 which were included in general and administrative expenses in the consolidated
statements of income (loss).

 F- 30

 MY

 NOTES

 U.S.

 Note
17 – Operating Segments

 Effective
1, July 2023 the Company merged its two SAAS segments into one segment, hence reducing the reportable segments from three to the following
two segments: (i) fashion and equipment e-commerce platform, and (ii) SaaS based innovative artificial intelligence driven measurement
solutions. This realignment reflects the way resources are allocated and performance is assessed by the Chief Operating Decision Maker.
The fashion and equipment e-commerce platform which represents Orgad's activity that was acquired by the Company in 2022, mainly
operates on Amazon. The SaaS based innovative artificial intelligence driven measurement solutions, or SaaS Solutions operating segment
consists of My Size Inc, My Size Israel, My Size LLC and Naiz.

 In
the Company's financial reporting for December 31, 2023, comparative information for 2022 was restated to reflect the changes in
reportable segments.

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

OF REPORTABLE OPERATING SEGMENTS

 SaaS
 Solutions

 Total

 As of the year ended December 31, 2023

 Revenues from external customers

 6,367

 6,996

 Operating (loss) income

 ( 3,356
)

 ( 3,385
)

 ( 6,741
)

 Significant non-cash items:

 Amortization (*)

 ( 111

)

 ( 191
)

 ( 302
)

 Impairment of goodwill (*)

 -

 ( 671
)

 ( 671
)

 (*)
 see note 7.

 Saas
 Solution

 As of December 31, 2023:

 Assets

 6,352

 2,639

 SaaS
 Solutions

 Total

 As of the year ended December 31, 2022

 Revenues from external customers

 4,132

 4,459

 Operating (loss) income

 ( 4,197
)

 ( 3,913
)

 ( 8,110
)

 Significant non-cash items:

 Amortization (*)

 ( 109

)

 ( 46
)

 ( 155
)

 (*)
 see note 7.

 Saas
 Solution

 As of December 31, 2022:

 Assets

 6,507

 3,220

 The Company elected to present geographic information
in respect with revenues generated from external customers based on the selling location:

 Long-lived
assets, which includes investment in JV, property, plant and equipment and right
of use assets, by geographic region are as follows:

 SCHEDULE OF CONSOLIDATED ASSETS

 2023

 2022

 2023

 2022

 Israel

 1,098

 Spain

 1,609

 2,396

 Other

 Total Assets

 2,351

 3,594

 For the year ended December 31, 2023 86.45 % of the Company's total revenues were generated
in the United states, no other foreign destination comprised 10.0% or more of the Company's total revenues.

 NOTE
18 - SALES AND MARKETING

OF SALES AND MARKETING

 2023

 2022

 2023

 2022

 Salaries

 Consultants and subcontractors

 Marketing

 Selling fees

 1,858

 Cash and equity liability expenses related to Orgad acquisition (*)
 *

 Share based payments for consultants and employees

 Travel

 Other

 Sales and marketing expenses

 3,856

 3,143

 (*)
 See note 16.

 NOTE
19 - GENERAL AND ADMINISTRATIVE EXPENSES

OF GENERAL AND ADMINISTRATIVE EXPENSES

 2023

 2022

 2023

 2022

 Salaries

 1,007

 Professional services

 1,322

 Share based payments for consultants, directors and employees

 Rent, office expenses and communication

 Insurance

 Cash liability and equity liability expenses related to Orgad acquisition (*)
 *

 Cash liability expenses related to Naiz acquisition (*)

 ( 52
)

 Directors

 Other

 General and administrative
 expenses

 3,971

 3,900

 (*)
 See note 16.

 F- 31

 MY

 NOTES

 U.S.

 NOTE
20 - FINANCIAL INCOME (EXPENSE), NET

OF FINANCIAL INCOME (EXPENSES), NET

 A.

 income

 2023

 2022

 Exchange rate differences

 -

 Other

 Total Financial income

 B.

 expense

 2023

 2022

 Exchange rate differences

 -

 Revaluation of loan granted

 -

 Revaluation investment in marketable securities

 Other

 Total Financial expense

 NOTE
21 – SIGNIFICANT EVENTS DURING THE REPORTING PERIOD

 a.

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

 the reporting period, claims by the owners a neighboring warehouse were made of damage caused by the fire. As of the date these financial
 statements were authorized for issuance, no lawsuit was filed against the Company, and the amount of potential loss, if any, cannot
 be reasonably estimated.

 b.

 During May 2023, the Company
 initiated a transfer of the support, development and customer success operations to its Spanish entity, Naiz Fit, that is intended
 to improve efficiency and lower costs between the Company's operations in Israel and Naiz Fit. As part of this, the Company
 reduced headcount by 13 persons in Israel, including the termination of its Chief Commercial Officer, Ezequiel Javier Brandwain.
 This restructuring did not have a material impact on the Company's results. The Company expects it to lower future operating
 costs without significant impact on revenues.

 c.

 On November 3, 2023, the
 Company was notified, by the Nasdaq Listing Qualifications that the Company is not in compliance with the minimum bid price requirements
 set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on The Nasdaq Capital Market. The Notification Letter
 provides that the Company has 180 calendar days, or until May 1, 2024, to regain compliance with the Rule. To regain compliance,
 the bid price of our common stock must have a closing bid price of at least $ 1.00 per share for a minimum of 10 consecutive business
 days. In the event we do not regain compliance by July 5, 2022, the Company may then be eligible for additional 180 days if the Company
 meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq
 Capital Market, with the exception of the bid price requirement, and will need to provide written notice of the Company's intention
 to cure the deficiency during the second compliance period. If the Company does not qualify for the second compliance period or fails
 to regain compliance during the second compliance period, then Nasdaq will notify the Company of its determination to delist the
 Company common stock, at which point the Company will have an opportunity to appeal the delisting determination to a Hearings Panel.

 NOTE
22 - EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE

 a.

 On
 February 14, 2024, the Compensation Committee of the Company granted restricted stock awards under the Company's 2017 Equity
 Incentive Plan to Ronen Luzon, Or Kles and Billy Pardo, pursuant to which they were issued 300,000
 restricted shares, 150,000
 restricted shares and 150,000
 restricted shares, respectively. The restricted shares shall vest in three equal installments on January 1, 2025, January 1, 2026
 and January 1, 2027, conditioned upon continuous employment with the Company, and subject to accelerated vesting upon a change in
 control of the Company. On the same day, the Company granted a total of 80,000 RSU (restricted stock units) to its Directors that will vest
on January 1,2025 and five -years options to purchase up to 55,000 ordinary shares to other employees of the Company at an exercise price
of $ 0.479 per share. The options vesting period is over three years in three equal portions from the vesting commencement date.

 F- 32

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

 There
were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable
event as described in Item 304 (a)(1)(v) of Regulation S-K.

 ITEM
9A. CONTROLS AND PROCEDURES

 Disclosure
Controls

 We
carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of December 31, 2023. Based upon that evaluation, our principal executive officer and principal financial officer concluded
that, as of the end of the period covered in this Annual Report on Form 10-K, our disclosure controls and procedures were effective to
ensure that information required to be disclosed in reports filed under the Exchange Act, as amended, is recorded, processed, summarized
and reported within the required time periods specified in the SEC's rules and forms and is accumulated and communicated to our
management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding
required disclosure.

 Management's
Report on Internal Control Over Financial Reporting

 Our
internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our
assets that could have a material effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

 Our
management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over
financial reporting at December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under
those criteria, management has determined that, as of December 31, 2023, our internal control over financial reporting was effective.

 This
Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting
firm pursuant to the exemption provided to issuers that are not "large accelerated filers" nor "accelerated filers"
under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 Changes
in Internal Control Over Financial Reporting

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

 ITEM
9B. OTHER INFORMATION

 During the quarter ended September 30, 2023, Ronen Luzon and Or Kles adopted a "Rule 10b5-1 trading arrangement"
(in each case, as defined in Item 408 of Regulation S-K).

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

 NAME

 Age

 POSITION

 Chief Executive Officer and Class III Director

 Chief Financial Officer

 Billy Pardo

 Chief Operating Officer and Chief Product Officer

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

 Class II Director

 Oren Elmaliah (1)(2)(3)*

 Class I Director

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

 Class I Director

 Guy Zimmerman*

 Class II Director

 (1)

 Member
 of our audit committee

 (2)

 Member
 of our nominating and corporate governance committee

 (3)

 Member
 of our compensation committee

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

 The
business background and certain other information about our directors and executive officers is set forth below:

 Ronen
Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Mr. Luzon
has additionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which
provides technological solutions for integrated communication infrastructures, security and control systems. Prior to Malers, he held
several senior marketing, sales management and professional services positions in a variety of international high tech companies including
VP marketing of GA Tech and Professional Services Manager of Eldat Communication. Mr. Luzon graduated from Middlesex University in London
with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as a member of our board of directors
because of his more than 20 years of experience in the technology sector.

 Or
Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial
background. From May 2013 until April 2016 he served as Assistant Controller of Shikun and Binui-Solel Boneh Infrastructure Ltd. and
from December 2010 until May 2013 he served as an Associate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting
(specializing in financing) from The College of Management Academic Studies. Mr. Kles is a certified public accountant in Israel.

 Billy
Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until
August 2013, Ms. Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching
products from concept to successful delivery in various methodologies, including Fourier Education's award-winning einstein
Science Tablet. Prior to that Ms. Pardo served in various product management positions including, Project Manager of Time to Know, Product
Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&D Team Leader at Pricer AB. Ms. Pardo previously served
as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo received an MBA from The Interdisciplinary
Center and a B.A. in Computer Science from The Academic College of Tel-Aviv-Yaffo.

 Oron
Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology.
Since November 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December
2014 he served as Vice President of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales
at Eldat Communication and Sarin Technologies Ltd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors
of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky served as an advisory board member of ciValue. Mr. Branitzky received
a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from Tel Aviv University. We believe that Mr. Branitzky
is qualified to serve as a member of our board of directors because of his more than 20 years of experience in managing the sales of
hi-tech solutions to retailers across the globe.

 Oren
Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team
IL and has acted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies
traded in Israel and abroad. Since February 2017, Mr. Elmaliah has served as controller of Enlivex Therapeutics Ltd., and since January
2017 he has served as Chief Financial Officer of Presstek Israel. In addition, since September 2015, Mr. Elmaliah has served as an Israel
Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has served as Local Financial Report Consultant of
Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and from June 2010 until
July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A. in Accounting/Economics and
a Msc. in Finance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that
Mr. Elmaliah is qualified to serve as a member of our board of directors because of his vast finance experience and public company management
and administration in the fields of finance, accounting, and financial regulation.

 Arik
Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of
commercial law, corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields
of financial reporting and financial regulation. Mr. Kaufman serves as the Chief Executive Officer of Steakholder Foods since January
2022. From September 2017 until January 2022, Mr. Kaufman served as VP Business Development of Mor Research Applications. Mr. Kaufman
holds an LLB in Law from the Interdisciplinary Center, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified
to serve as a member of our board of directors based upon his experience of assisting with the completion of numerous venture capital
financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member of the board of various publicly
traded companies, including companies that operate in the same industry as us.

 Guy
Zimmerman has served as a member of our board of directors since August 2021 Since November 2023, Mr. Zimmerman serves as Chief Executive Officer of XJet 3D having served as Chief Marketing
Officer from August 2022. Previously, Mr. Zimmerman served as Founder and
CEO of ManuFuture, an online b2b engineering marketplace, since February 2021. Prior to that from 2017 to 2021, Mr. Zimmerman acted
as a consultant to several technology start-ups and was a founding partner of a business travel online platform. From 2013 to 2017,
Mr. Zimmerman served as EVP of Marketing and Business Development of Kornit Digital and was part of the IPO leadership. Prior to
that, Mr. Zimmerman served as VP of Global Sales and Business Development at Tefron Ltd., a provider of seamless garment technology,
where he led the $100m sales and sales support organization serving global retail and fashion brands. Prior to that he served as
Vice President of Strategy and Business Development at Tnuva Group, Israel's largest food manufacturer and spent eight years
at McKinsey & Company. Mr. Zimmerman previously led a software startup in the field of operational healthcare management
systems. Mr. Zimmerman holds a B.Sc. in Industrial Engineering from Tel Aviv University in Israel. We believe that Mr. Zimmerman is
qualified to serve as a member of our board of directors because of his experience in business development in the technology and
retail sectors.

 Board
Diversity Matrix

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

 Board Diversity Matrix (As of March 9, 2024)

 Total Number of Directors

 Female

 Male

 Non-Binary

 Did Not Disclose Gender

 Part I: Gender Identity

 Directors

 #

 #

 #

 Part II: Demographic Background

 African American or Black

 #

 #

 #

 #

 Alaskan Native or Native American

 #

 #

 #

 #

 Asian

 #

 #

 #

 #

 Hispanic or Latinx

 #

 #

 #

 #

 Native Hawaiian or Pacific Islander

 #

 #

 #

 #

 White

 #

 #

 #

 Two or More Races or Ethnicities

 #

 #

 #

 LGBTQ+

 Did Not Disclose Demographic Background

 Family
Relationships

 Ronen
Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Product Officer and Chief Operating
Officer, are husband and wife. There are no other family relationships among any of our current or former directors or executive officers.

 Involvement
in Certain Legal Proceedings

 We
are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters
in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set
forth under Item 401(f) of Regulation S-K.

 Arrangements
between Officers and Directors

 To
our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant
to which the officer was selected to serve as an officer.

 Board
of Directors

 There
are no agreements with respect to the election of directors.

 On
January 6, 2022, we filed with the Secretary of State of Delaware a Certificate of Amendment to our Amended and Restated Certificate
of Incorporation providing for a classified Board. Following filing of the Certificate of Amendment, members of our board are now classified
into three classes with staggered three-year terms (with the exception of the expiration of the initial Class I and Class II directors),
as follows:

 Class
 I, comprised of two directors, initially Arik Kaufman and Oren Elmaliah (with their initial terms expiring at our 2025 annual meeting
 of stockholders and members of such class serving successive three-year terms);

 Class
 II, comprised of two directors, initially Oron Branitzky and Guy Zimmerman (with their initial terms expiring at our 2026 annual
 meeting of stockholders and members of such class serving successive three-year terms); and

 Class
 III, comprised of one director, initially Ronen Luzon (with his initial term expiring at our 2024 annual meeting of stockholders
 and members of such class serving successive three-year terms).

 To
preserve the classified Board structure, a director elected by the Board of Directors to fill a vacancy holds office until the next election
of the class for which such director has been chosen, and until that director's successor has been elected and qualified or until
his or her earlier death, resignation, retirement or removal.

 Our
board of directors has reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly.
Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, Oron Branitzky and Guy Zimmerman qualify as independent directors
in accordance with the standards set by the Nasdaq and Rule 10A-3 promulgated under the Exchange Act.

 Committees
of the Board

 Audit
Committee

 Our
audit committee is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee.
The audit committee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services
performed by our independent registered public accounting firm and reviewing our annual financial statements, accounting policies and
our system of internal controls. The audit committee acts under a written charter, which more specifically sets forth its responsibilities
and duties, as well as requirements for the audit committee's composition and meetings. The audit committee charter is available
on our website www.mysizeid.com.

 The
Board of Directors has determined that each member of the audit committee is "independent," as that term is defined by applicable
SEC rules. In addition, the Board of Directors has determined that each member of the audit committee is "independent," as
that term is defined by the rules of the Nasdaq Stock Market.

 The
Board of Directors has determined that Oren Elmaliah is an "audit committee financial expert" serving on its audit committee,
and is independent, as the SEC has defined that term in Item 407 of Regulation S-K.

 Compensation
Committee

 Our
compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensation
committee.

 The
compensation committee's roles and responsibilities include making recommendations to the Board of Directors regarding the compensation
for our executives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined
without the CEO present, and other executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017
Consultant Equity Incentive Plan. The compensation committee acts under a written charter, which more specifically sets forth its responsibilities
and duties, as well as requirements for the compensation committee's composition and meetings. The compensation committee charter
is available on our website www.mysizeid.com.

 Our
Board of Directors has determined that all of the members of the compensation committee are "independent" as that term is
defined by the rules of the Nasdaq Stock Market.

 Nominating
and Corporate Governance Committee

 The
members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves as
chairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written
charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate
governance committee's composition and meetings. The nominating and corporate governance committee charter is available on our
website www.mysizeid.com.

 The
nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for
us and considers recommendations for director nominees. The nominating and corporate governance committee also considers stockholder
recommendations for director nominees that are properly received in accordance with applicable rules and regulations of the SEC. Our
stockholders that wish to nominate a director for election to the Board of Directors should follow the procedures set forth in our bylaws.

 The
nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers
and others. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons
to be nominated:

 should
 be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and
 reputation;

 should
 have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and
 expertise; and

 should
 be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assume
 broad fiduciary responsibility.

 The
nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,
background and integrity and professionalism in evaluating a person's candidacy for membership on the Board of Directors. The nominating
and corporate governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific
Board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and
diverse mix of Board of Directors members. The nominating and corporate governance committee will not distinguish among nominees recommended
by stockholders and other persons.

 Our
Board of Directors has determined that all of the members of the nominating and corporate governance committee are "independent"
as that term is defined by the rules of the Nasdaq Stock Market.

 Code
of Conduct and Ethics

 We
have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is
publicly available on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website
does not constitute a part of this report and is not incorporated by reference herein. Disclosure regarding any amendments to, or waivers
from, provisions of the code of conduct and ethics that apply to our directors, principal executive and financial officers will be posted
on the "Investors-Corporate Governance" section of our website at www.mysizeid.com or will be included in a Current
Report on Form 8-K, which we will file within four business days following the date of the amendment or waiver.

 Change
in Procedures for Recommending Directors

 There
have been no material changes to the procedures by which our stockholders may recommend nominees to our Board of Directors from those
procedures set forth in our Proxy Statement for our 2021 Annual Meeting of Stockholders, filed with the SEC on December 7, 2022.

 ITEM
11. EXECUTIVE COMPENSATION

 Summary
Compensation Table

 The
following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2023 and December
31, 2022.

 Name and Principal Position

 Year

 Salary
 ($) (1)

 Bonus
 ($)

 Stock
 Awards
 ($)

 Awards
 ($) (2)

 All Other
 Compensation
 ($)

 Total
 ($)

 2023

 165,000

 -

 213,000

 -

 115,000

 493,000

 Chief Executive Officer

 2022

 173,000

 -

 223,000

 8,000

 126,000

 530,000

 2023

 116,000

 -

 51,000

 -

 65,000

 232,000

 Chief Financial Officer

 2022

 123,000

 -

 53,000

 7,000

 71,000

 254,000

 Billy Pardo

 2023

 128,000

 -

 51,000

 -

 91,000

 270,000

 Chief Operating Officer

 2022

 134,000

 -

 53,000

 7,000

 100,00

 294,000

 (1)
Salary for the years 2023 and 2022 are based on average US$/NIS representative exchange rates of NIS 3.687 and NIS 3.358
respectively.

 (2)
Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2023 and 2022,
computed in accordance with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized
by the named executive officers. The assumptions made in valuing the options reported in this column are discussed in Note 14 to our
audited financial statements for the year ended December 31, 2022 and Note 4 to our condensed consolidated interim financial
statements for the quarterly period ended September 30, 2023.

 All
Other Compensation Table

 The
"All Other Compensation" amounts set forth in the Summary Compensation Table above consist of the following:

 Name

 Year

 Automobile-
 Related
 Expenses
 ($)

 Manager's
 Insurance*
 ($)

 Education
 Fund*
 ($)

 Other social benefits**
 ($)

 Total
 ($)

 2023

 29,000

 28,000

 44,000

 115,000

 2022

 32,000

 31,000

 15,000

 48,000

 126,000

 2023

 19,000

 9,000

 23,000

 65,000

 2022

 15,000

 21,000

 10,000

 25,000

 71,000

 Billy Pardo

 2023

 23,000

 12,000

 42,000

 91,000

 2022

 16,000

 25,000

 13,000

 46,000

 100,000

 *
Manager's insurance and education funds are customary benefits provided to employees based in Israel. Manager's insurance
is a combination of severance savings (in accordance with Israeli law), defined contribution tax-qualified pension savings and disability
insurance premiums. An education fund is a savings fund of pre-tax contributions to be used after a specified period of time for educational
or other permitted purposes.

 **
Other social benefits for 2023 and 2022 for all named individuals includes tax payments in respect of social benefits.

 Agreements
with Named Executive Officers

 Ronen
Luzon

 On
November 18, 2018, My Size Israel, our wholly owned subsidiary, entered into an employment agreement with Ronen Luzon, or the Luzon Employment
Agreement, pursuant to which Mr. Luzon will serve as our Chief Executive Officer. Pursuant to the terms of the Luzon Employment Agreement,
Mr. Luzon receives NIS 55,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition,
Mr. Luzon shall be entitled social benefits and to other benefits, including, but not limited to, contributions towards an education
fund, pension scheme, manager's insurance, insurance coverage, including insurance in case of disability, annual vacation days,
sick leave and expense reimbursement. Pursuant to the terms of the Luzon Employment Agreement and subject to certain conditions, payments
made by the Company to the pension fund or manager's insurance fund shall be made in lieu of severance payments due to Mr. Luzon.
The term of the Luzon Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party
provides written notice to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Mr.
Luzon's employment without prior written notice (or payment in lieu of such notice) for Cause (as defined in the Luzon Employment
Agreement).

 Or
Kles

 On
November 18, 2018, My Size Israel entered into an employment agreement with Or Kles, or the Kles Employment Agreement, pursuant to which
Mr. Kles will serve as our Chief Financial Officer. Pursuant to the terms of the Kles Employment Agreement, Mr. Kles receives NIS 38,000
per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Kles shall be entitled
to social benefits and other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager's
insurance, insurance coverage, including insurance in case of disability, annual vacation days, sick leave and expense reimbursement.
Pursuant to the terms of the Kles Employment Agreement and subject to certain conditions, payments made by us to the pension fund or
the manager's insurance fund shall be made in lieu of severance payments due to Mr. Kles. The term of the Kles Employment Agreement
shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party
at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Kles's employment without prior written
notice (or payment in lieu of such notice) for Cause (as defined in the Kles Employment Agreement).

 Billy
Pardo

 On
November 18, 2018, My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant
to which Ms. Pardo will serve as our Chief Product Officer. Pursuant to the terms of the Pardo Employment Agreement, Ms. Pardo receives
NIS 47,500 per month as her base salary and shall be eligible to receive such bonus as determined by us. In addition, Ms. Pardo shall
be entitled to social benefits and other benefits, including, but not limited to, contributions towards an education fund, pension scheme,
manager's insurance, insurance coverage, including insurance in case of disability, annual vacation days, sick leave and expense
reimbursement. Pursuant to the terms of the Pardo Employment Agreement and subject to certain conditions, payments made by us to the
pension fund or the manager's insurance fund shall be made in lieu of severance payments due to Ms. Pardo. The term of the Pardo
Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice
to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Ms. Pardo's employment
without prior written notice (or payment in lieu of such notice) for Cause (as defined in the Pardo Employment Agreement).

 Outstanding
Equity Awards at Fiscal Year-End

 The
following table provides information regarding options held by each of our named executive officers that were outstanding as of December
31, 2023.

 Option Awards

 Stock Awards

 Name and Principal Position

 Underlying
 Unexercised
 Exercisable

 Underlying
 Unexercised
 Unexercisable

 Exercise
 Price

 Expiration
 Date

 Equity
 incentive
 plan awards:
 Unearned
 Shares that Have
 Not Vested

 Equity
 incentive
 plan awards:
 Market Value of
 Unearned
 Shares, That Have
 Not Vested

 Ronen Luzon - Chief Executive Officer

 1,601
 (1)

 -

 $
 1.09
 (6)

 5/29/2025

 -

 -

 6,400
 (2)

 -

 $
 1.09

 8/10/2025

 -

 -

 -

 -

 -

 100,000
 (7)

 $
 511,250

 Or Kles – Chief Financial Officer

 -

 -

 (3)

 -

 $
 1.09
 (6)

 5/29/2025

 -

 -

 5,200
 (4)

 -

 $
 1.09

 8/10/2025

 -

 -

 -

 -

 -

 24,000
 (8)

 $
 122,700

 Billy Pardo- Chief Operating Officer

 (5)

 -

 $
 1.09
 (6)

 5/29/2025

 -

 -

 5,200
 (4)

 -

 $
 1.09
 (6)

 8/10/2025

 -

 -

 -

 -

 -

 24,000
 (9)

 $
 122,700

 (1)
The option has a grant date of May 29, 2019. 267 options vested immediately upon grant, 445 options vested on January 24, 2019, 445 options
vested on January 24, 2020 and 444 options vested on January 24, 2021.

 (2)
The option has a grant date of October 8, 2020, 1,600 options vested on November 26, 2020, 1,600 options vested on May 26, 2021, 1,600
options vested on November 26, 2021, and 1,600 options vested on May 26, 2022.

 (3)
The option has a grant date of May 29, 2019. 160 options vested immediately upon grant, 445 options vested on May 1, 2020, 445 options
vested on May 21, 2021 and 444 options vested on May 1, 2022.

 (4)
The option has a grant date of October 8, 2020, 1,300 options vested on November 26, 2020, 1,300 options vested on May 26, 2021, 1,300
options vested on November 26, 2021, and 1,300 options vested on May 26, 2022.

 (5)
The option has a grant date of May 29, 2019. 214 options vested immediately upon grant, 227 options vested on January 24, 2019, 227 options
vested on January 24, 2020 and 226 options vested on January 24, 2021.

 (6)
On July 13, 2023, the compensation committee of the Board of Directors of the Company reduced the exercise price of outstanding options
of employees and directors of the Company for the purchase of an aggregate of 23,575 shares of common stock of the Company (with exercise
prices of $26 per share) to $1.09 per share, which was the closing price for the Company's common stock on July 13, 2023.

 (7)
The restricted share award has a grant date of September 29,2022 and shall vest in three equal installments on January 1,2023, January
1,2024, and January 1, 2025.

 (8)
The restricted share award has a grant date of September 29,2022 and shall vest in three equal installments on January 1,2023, January
1,2024, and January 1, 2025.

 (9)
The restricted share award has a grant date of September 29,2022 and shall vest in three equal installments on January 1,2023, January
1,2024, and January 1, 2025.

 On February 14, 2024, the compensation committee of the Board of Directors of the Company granted restricted stock
awards under the 2017 Plan to Ronen Luzon, Or Kles and Billy Pardo, pursuant to which they were issued 300,000 restricted shares, 150,000
restricted shares and 150,000 restricted shares, respectively. The restricted stock shall vest in three equal installments on January
1, 2025, January 1, 2026 and January 1, 2027, conditioned upon continuous employment with the Company, and subject to accelerated vesting
upon a change in control of the Company.

Compensation

 The
following table sets forth compensation information for our non-employee directors for the year ended December 31, 2023.

 Name

 Fees earned or
 paid in
 cash ($)(1)

 awards
 ($)(1)(2)

 Total
 ($)

 Oren Elmalih

 -

 Oron Barnitzky

 -

 Arik Kaufman

 -

 Guy Zimmerman

 12,500

 -

 12,500

 (1)

 Fees
 for the year 2023 are based on average US$/NIS representative exchange rates of NIS 3.69.

 (2)

 Amounts
 in this column represent the grant date fair value of options granted to the non-employee directors during 2022 computed in accordance
 with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the non-employee
 directors. The assumptions made in valuing the options reported in this column are discussed in Note 14 to our financial statements
 for the year ended December 31, 2023.

 We
compensate our non-employee directors for their service as a member of our board. Mr. Luzon received no separate compensation for board
service. Mr. Luzon's compensation is set forth above in the Summary Compensation Table.

 Each
non-employee director is entitled to receive a per meeting fee of $325. Non-employee directors are also reimbursed for their travel
and reasonable out-of-pocket expenses incurred in connection with attending board and committee meetings, to the extent that attendance
is required by the board or the committee(s) on which that director serves.

 On February 14, 2024, the compensation committee of the Board of Directors of the Company granted restricted stock
units under the 2017 Plan to each non-employee director, pursuant to which they were each issued 20,000 restricted stock units. The restricted
stock units vest on January 1, 2025.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Security
Ownership of Certain Beneficial Holders and Management

 The
following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 9, 2024 by
(i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our
executive officers, and (iv) all of our directors and executive officers as a group. Except as otherwise indicated, the persons named
in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property
laws, where applicable.

 Beneficial
 Owner (1)

 Shares
 of Common Stock Beneficially Owned

 Percentage (2)

 Executive
 officers and directors:

 Ronen
 Luzon

 588,095
 (3)

 11.4
 %

 Or
 Kles

 179,760
 (4)

 3.4
 %

 Billy
 Pardo

 588,095
 (5)

 11.4
 %

 Arik
 Kaufman

 1,267
 (7)

 *

 Oren
 Elmaliah

 1,267
 (8)

 *

 Oron
 Branitzky

 1,267
 (9)

 *

 Guy Zimmerman

 -

 -

 All
 Executive Officers and Directors as a Group (7 persons)

 771,656

 15.0
 %

 *

 Less
 than 1%

 (1)
The address of each person is c/o My Size, Inc., 4 HaYarden St., P.O.B. 1026, Airport City, Israel 7010000 unless otherwise indicated
herein.

 (2)
The calculation in this column is based upon 5,131,668 shares of common stock outstanding on March 9, 2024. Beneficial ownership is determined
in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares
of common stock that are currently exercisable or exercisable within 60 days of March 9, 2024 are deemed to be beneficially owned
by the person holding such securities for the purpose of computing the percentage beneficial ownership of such person, but are not treated
as outstanding for the purpose of computing the percentage beneficial ownership of any other person

 (3)
Consists of (i) 400,000 shares of restricted stock granted under the 2017 Plan, (ii) options to purchase up to 8,001
shares of our common stock, and (iii) 174,000 shares of restricted stock granted to Billy Pardo, Ronen Luzon's spouse under the
2017 Plan, and (iv) options to purchase up to 6,094 shares of our common stock which are hel by.Ms. Pardo. Mr. Luzon may be deemed to
beneficially hold the securities of us held by Ms. Pardo.

 (4)
Consists of (i) 174,000 shares of restricted stock granted under the 2017 Plan,
and (ii) an option to purchase 5,760 shares of our common stock. Does not include an aggregate of 119,760 shares of restricted stock over
which Mr. Kles has been designated the initial proxy to vote such shares pursuant to a voting agreement entered into between Whitehole
S.L., Twinbel S.L. and EGI Acceleration, S.L.

 (5)
Consists of (i) 174,000 shares of restricted stock granted under the 2017 Plan,
(ii) options to purchase up to 6,094 shares of our common stock, (iii) 400,000 shares of restricted stock which are held by Ronen Luzon,
Billy Pardo's spouse, and (v) options to purchase up to 8,001 shares of our common stock which are held by Mr. Luzon. Ms. Pardo
may be deemed to beneficially hold the securities of the Company held by Mr. Luzon.

 (7)
Consists of options to purchase up to 1,294 shares of our common stock.

 (8)
Consists of options to purchase up to 1,294 shares of our common stock.

 (9)
Consists of options to purchase up to 1,294 shares of our common stock.

 Change
in Control

 We
are not aware of any arrangement that might result in a change in control in the future. We have no knowledge of any arrangements, including
any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in the Company's
control.

Authorized for Issuance Under Equity Compensation Plans

 On
January 29, 2017, our Board of Directors approved the 2017 Equity Incentive Plan and the 2017 Consultant Equity Incentive Plan, which
were approved by our stockholders on March 21, 2017. In addition, on January 29, 2017, our Board of Directors approved the Stock Option
Plan Israel Grantees Sub-Plan. The 2017 Equity Incentive Plan initially authorized the issuance of up to 5,334 shares of common stock
under the plan and the 2017 Consultant Equity Incentive Plan initially authorized the issuance of up to 8,000 shares of common stock
under the plan.

 On
February 12, 2018, our stockholders approved an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximum number
of shares of our common stock available for issuance under the plan from 8,000 to 12,000. On July 3, 2018, our stockholders approved
an amendment to the 2017 Equity Incentive Plan to increase the maximum number of shares of our common stock available for issuance under
the plan from 5,334 to 8,000 and an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximum number of shares of
our common stock available for issuance under the plan from 12,000 to 18,667.

 On
May 25, 2020, our Board reduced the exercise price of outstanding options of our employees and directors for the purchase of an aggregate
of 140,237 of our common stock (with exercise prices ranging between $453.75 and $228.75) to $26.0 per share, and extended the term of
the foregoing options for an additional one year from the original date of expiration.

 On
August 10, 2020, our stockholders approved an increase in the shares available for issuance under the 2017 Equity Incentive Plan from
80,000 to 58,000 shares, and a decrease of the numbers of shares available for issuance under the 2017 Consultant Incentive Plan to 8,667
shares from 18,667 shares.

 On
December 30, 2021, our stockholders approved an increase in the shares available for issuance under the 2017 Equity Incentive Plan from
58,000 shares to 230,800 shares.

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

 On
December 27, 2023, our stockholders approved an increase in the shares available for issuance under the 2017 Equity Plan from 289,000
shares to 1,040,000 shares.

 The
following table summarizes information about our equity compensation plans and individual compensation arrangements as of December 31,
2023.

 securities
 to be issued
 upon exercise of
 outstanding options,
 warrants and rights
 (a)

 Weighted-
 average exercise
 price of
 outstanding
 options,
 warrants and
 rights
 (b)

 securities
 remaining available for
 future issuance under
 equity compensation plans
 (excluding securities
 reflected in column
 (a) (c)

 Equity compensation plans approved by security holders

 122,144

 1.09

 757,879

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 122,144

 1.09

 757,879

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

years ended December 31, 2023 and 2022, except for compensation arrangements described elsewhere herein and the transactions described
below, we did not participate in any transaction, and we are not currently participating in any proposed transaction, or series of transactions,
in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year end for the last
two completed fiscal years, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holders,
or any member of the immediate family of the foregoing persons had, or will have, a direct or indirect material interest.

 Compensation
arrangements for our named executive officers and directors are described in the section entitled "Executive Compensation."

 Employment
Agreements

 We
have entered into written employment agreements with each of our executive officers. These agreements generally provide for notice periods
of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer
will continue to receive base salary and benefits. We have also entered into customary non-competition, confidentiality of information
and ownership of inventions arrangements with our executive officers. However, the enforceability of the noncompetition provisions may
be limited under applicable law.

 Since
our inception we have granted options to purchase our common stock to our officers and directors. Such option agreements may contain
acceleration provisions upon certain merger, acquisition, or change of control transactions.

 Restricted
Stock and Restricted Stock Unit Grants

 Since
our inception we have granted restricted stock and Restricted Stock Unit awards to our officers and directors. Such restricted stock
award agreements may contain acceleration provisions upon certain merger, acquisition, or change of control transactions.

 Orgad

 On
February 7, 2022, My Size Israel 2014 Ltd, or My Size Israel, entered into a Share Purchase Agreement, or the Orgad Agreement, with Amar
Guy Shalom and Elad Bretfeld, or the Orgad Sellers, pursuant to which the Orgad Sellers agreed to sell to My Size Israel all of the issued
and outstanding equity of Orgad.

 The
Orgad Sellers are the sole title and beneficial owners of 100% of the shares of Orgad. In consideration of the shares of Orgad, the Orgad
Sellers are entitled to receive (i) up to $1,000,000 in cash, or the Orgad Cash Consideration, (ii) an aggregate of 111,682 shares, or
the Orgad Equity Consideration, of our common stock, and (iii) earn-out payments of 10% of the operating profit of Orgad for the years
2022 and 2023. The transaction closed on the same day.

 The
Orgad Cash Consideration is payable to the Orgad Sellers in three installments, according to the following payment schedule: (i)
$300,000 which we paid upon closing, (ii) $350,000 payable on the two-year anniversary of the closing, and (iii) $350,000 payable on
the three-year anniversary of the closing, provided that in the case of the second and third installments certain revenue targets
are met and subject further to certain downward post-closing adjustment. In February 2024, we paid the remaining $700,000 of the
Orgad cash Consideration to the Orgad Sellers, net of a settlement amount of $275,000.

 The
Orgad Equity Consideration is payable to the Orgad Sellers according to the following payment schedule: (i) 55,801 shares were issued
at closing, and (ii) 55,801 shares will be issued in eight equal quarterly installments until the lapse of two years from closing, subject
to certain downward post-closing adjustment.

 The
payment of the second and third cash installments, the equity installments and the earn out are further subject in each case to the Orgad
Sellers being actively engaged with Orgad at the date such payment is due (except if the Orgad Sellers resign due to reasons relating
to material reduction of salary or adverse change in their position with Orgad or its affiliates).

 In
connection with the Orgad Agreement, each of the Orgad Sellers entered into employment agreements with Orgad and six-month lock-up agreements
with us.

 Naiz
Bespoke Technologies Acquisition

 On
October 7, 2022, we entered into the Naiz Agreement with the Naiz Sellers, pursuant to which the Naiz Sellers agreed to sell to us all
of the issued and outstanding equity of Naiz. The acquisition of Naiz was completed on October 11, 2022.

 In
consideration of the purchase of the shares of Naiz, the Naiz Agreement provided that the Naiz Sellers are entitled to receive (i))
the Naiz Equity Consideration and (ii) up the Naiz Cash Consideration.

 The
Naiz Equity Consideration was issued to the Naiz Sellers at closing of the transaction of which 94,632 shares of My Size common stock
were issued to Whitehole constituting 6.6% of our outstanding shares following such issuance. The Naiz Agreement also provides that,
in the event that the actual value of the Naiz Equity Consideration (based on the Equity Value Averaging Period) is less than $1,650,000,
My Size shall pay the Shortfall Value to the Naiz Sellers within 45 days of our receipt of Naiz's 2025 audited financial statements;
provided that certain revenue targets are met. Following the Equity Value Averaging Period, it was determined that the Shortfall Value
is $459,240.

 The
Naiz Cash Consideration is payable to the Naiz Sellers in five installments, according to the following payment schedule: (i) US$500,000
at closing, (ii) up to US$500,000 within 45 days of My Size's receipt of Naiz's 2022 audited financial statements, (iii)
up to US$350,000 within 45 days of My Size's receipt of Naiz's unaudited financial statements for the six months ended June
30, 2023, (iv) up to $350,000 within 45 days of My Size's receipt of Naiz's unaudited financial statements for the six months
ended December 31, 2023, and (v) up to $350,000 within 45 days of My Size's receipt of Naiz's 2024 audited financial statements;
provided that in the case of the second, third, fourth and fifth installments certain revenue targets are met.

 The
payment of the second, third, fourth and fifth cash installments are further subject to the continuing employment or involvement of Borja
and Aritz, or the Key Persons, by or with Naiz at the date such payment is due (except if a Key Person is terminated from Naiz due to
a Good Reason (as defined in the Naiz Agreement)).

 The
Naiz Agreement contains customary representations, warranties and indemnification provisions. In addition, the Naiz Sellers will be subject
to non-competition and non-solicitation provisions pursuant to which they agree not to engage in competitive activities with respect
to My Size's business.

 In
connection with the Naiz Agreement, (i) each of the Naiz Sellers entered into the Lock-Up Agreement with My Size, (ii) Whitehole, Twinbel
and EGI entered into the Voting Agreement with My Size and (iii) each of the Key Persons entered into employment agreements and services
agreements with Naiz.

 The
Lock-Up Agreement provides that each Naiz Seller will not, for the six-month period following the closing of the transaction, (i) offer,
pledge, sell, contract to sell, sell any option, warrant or contract to purchase, purchase any option, warrant or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible
into or exercisable or exchangeable for Shares in each case, that are currently or hereafter owned of record or beneficially (including
holding as a custodian) by such Naiz Seller, or publicly disclose the intention to make any such offer, sale, pledge, grant, transfer
or disposition; or (ii) enter into any swap, short sale, hedge or other agreement that transfers, in whole or in part, any of the economic
consequences of ownership of such Naiz Seller's Shares regardless of whether any such transaction described in clause (i) or this
clause (ii) is to be settled by delivery of Shares or such other securities, in cash or otherwise. The Lock-Up Agreement also contains
an additional three-month "dribble-out" provision that provides following the expiration of the initial six-month lock-up
period, without My Size's prior written consent (which My Size shall be permitted to withhold at its sole discretion), each Naiz
Seller shall not sell, dispose of or otherwise transfer on any given day a number of Shares representing more than the average daily
trading volume of the Shares for the rolling 30 day trading period prior to the date on which such Seller executes a trade of the Shares.

 The
Voting Agreement provides that the voting of any Shares held by each of Whitehole, Twinbel and EGI, or the Naiz Acquisition Stockholders,
will be exercised exclusively by a proxy designated by My Size's board of directors from time to time, or the Proxy, and that each
Naiz Acquisition Stockholder will irrevocably designate and appoint the then-current Proxy as its sole and exclusive attorney-in-fact
and proxy to vote and exercise all voting right with respect to the Shares held by each Naiz Acquisition Stockholder. The Voting Agreement
also provides that, if the voting power held by the Proxy, taking into account the proxies granted by the Naiz Acquisition Stockholders
and the Shares owned by the Proxy, represents 20% or more of the voting power of My Size's stockholders that will vote on an item,
or the Voting Power, then the Proxy shall vote such number of Shares in excess of 19.9% of the Voting Power in the same proportion as
the Shares that are voted by My Size's other stockholders. The Voting Agreement will terminate on the earliest to occur of (i)
such time that such Naiz Acquisition Stockholder no longer owns the Shares, (ii) the sale of all or substantially all of the assets of
My Size or the consolidation or merger of My Size with or into any other business entity pursuant to which stockholders of My Size prior
to such consolidation or merger hold less than 50% of the voting equity of the surviving or resulting entity, (iii) the liquidation,
dissolution or winding up of the business operations of My Size, and (iv) the filing or consent to filing of any bankruptcy, insolvency
or reorganization case or proceeding involving My Size or otherwise seeking any relief under any laws relating to relief from debts or
protection of debtors.

 Indemnification
Agreements and Directors' and Officers' Liability Insurance

 We
have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things,
require us to indemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware
law against liabilities that may arise by reason of their service to us or at our direction, and to advance expenses incurred as a result
of any proceedings against them as to which they could be indemnified. We also maintain an insurance policy that insures our directors
and officers against certain liabilities, including liabilities arising under applicable securities laws.

Independence

 See
"Item 10. Directors, Executive Officers and Corporate Governance; Corporate Governance, Board Composition" above for a discussion
regarding the independence of the members of our board of directors.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Somekh
Chaikin, a member firm of KPMG International, located in Tel Aviv, Israel, PCAOB ID 1057, has served as our independent registered public
accounting firm for 2023 and 2022. The following are Somekh Chaikin's fees for professional services in each of the respective
fiscal years:

 Fee Category

 2023

 2022

 Audit Fees

 205,005

 198,910

 Tax Fees

 33,166

 30,667

 Audit-related Fees

 -

 18,000

 Total Fees

 238,171

 247,577

 Audit
Fees: Audit Fees consist of fees billed for professional services performed by Somekh Chaikin for the audit of our annual financial
statements, the review of interim consolidated financial statements, and related services that are normally provided in connection with
registration statements, including the registration statement for S-1 and S-3.

 Tax
Fees: Tax Fees may consist of fees for professional services, including tax and VAT consulting and compliance performed by an independent
registered public accounting provided during the period.

 Audit-related
Fees: Audit related Fees consist of due diligence services performed by an independent registered public accounting provided during
the period.

 Pre-Approval
Policies and Procedures

 In
accordance with the Sarbanes-Oxley Act of 2002, as amended, our audit committee charter requires the audit committee to pre-approve all
audit and permitted non-audit services provided by our independent registered public accounting firm, including the review and approval
in advance of our independent registered public accounting firm's annual engagement letter and the proposed fees contained therein.
The audit committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated members of
the audit committee. If such authority is delegated, such delegated members of the audit committee must report to the full audit committee
at the next audit committee meeting all items pre-approved by such delegated members. In the fiscal years ended December 31, 2023 and
December 31, 2022 all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (a)

 Statements

 The
financial statements required by this Item are included beginning at page F-1.

 (b)

 Exhibits

 See
Exhibit Index

 ITEM
16. FORM 10-K SUMMARY

 Not
applicable

 EXHIBIT INDEX

 Exhibit
 Number

 Description

 3.1

 Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Form on Form 8-K filed on March 23, 2017)

 3.2

 Amended and Restated By-Laws of My Size, Inc. (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K filed on March 4, 2016)

 3.3

 Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to the Company's Current Report on Form 8-K filed on February 20, 2018)

 3.4

 Second Amended and Restated By-Laws of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 24, 2018)

 3.5

 Certificate of Amendment of Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to the Company's Current Report on Form 8-K filed on November 18, 2019)

 3.6

 Certificate of Amendment of Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on January 7, 2022)

 3.7

 Amendment No. 1 to Second Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on January 7, 2022)

 3.8

 Certificate of Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on December 7, 2022)

 4.1

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

 4.2

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

 4.3

 Description of Securities Registered under Section 12 (incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K filed on March 19, 2020)

 4.4

 Form of Warrant (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-1, Amendment No. 1, filed with the SEC on May 5, 2020.)

 4.5

 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.7 to the Company's Registration Statement on Form S-1, Amendment No. 1, filed with the SEC on May 5, 2020)

 10.1

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

 10.2

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

 10.3

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

 10.4

 Purchase Agreement between My Size, Inc. and Shoshana Zigdon dated as of February 16, 2014 (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K filed on March 4, 2016)

 10.5 +

 Employment Agreement between My Size Israel 2014 Ltd. and Ronen Luzon dated November 18, 2018 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on November 19, 2018)

 10.6 +

 Employment Agreement between My Size Israel 2014 Ltd. and Or Kles dated November 18, 2018 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on November 19, 2018)

 10.7 +

 Employment Agreement between My Size Israel 2014 Ltd. and Billy Pardo dated November 18, 2018 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on November 19, 2018)

 10.8

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

 10.9

 Amendment to Purchase Agreement between My Size Israel 2014 Ltd., My Size, Inc. and Shoshana Zigdon (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q on August 16, 2021)

 10.10

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

 10.11

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

 10.12

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

 10.13

 Share Purchase Agreement dated as of February 7, 2022 between My Size Israel 2014 Ltd. and Amar Guy Shalom and Elad Bretfeld (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on February 8, 2022)

 10.14

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

 10.15

 Share Purchase Agreement, dated as of October 6, 2022, by and among My Size, Inc., Borja Cembrero Saralegui, Artiz Toree Garcia, Whitehold, S.L., Twinbel, S.L., and EGI Acceleration, S.L. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on October 12, 2022)

 10.16

 Form of Lock-Up Agreement by and among My Size, Inc. and the stockholders identified on the signature page thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on October 12, 2022)

 10.17

 Form of Voting Agreement by and among My Size, Inc. and the stockholders identified on the signature page thereto (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the SEC on October 12, 2022)

 10.18

 My Size, Inc. Amendment to the My Size, Inc. 2017 Equity Plan (incorporated by reference to Appendix B to the Company's definitive proxy statement filed with the SEC on November 4, 2022)

 10.19

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

 10.20

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

 10.21

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

 10.22

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

 10.23

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

 10.24

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

 10.25

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

 10.26

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

 10.27

 Form
 of Inducement Letter (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the
 SEC on August 25, 2023)

 10.28

 Form
 of Warrant (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on August
 25, 2023)

 10.29

 Form
 of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with
 the SEC on August 25, 2023)

 10.30

 My
 Size, Inc. Amendment to the My Size, Inc. 2017 Equity Plan (incorporated by reference to Appendix A to the Company's definitive
 proxy statement filed with the SEC on November 24, 2023).

 10.31*

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

 21.1*

 List of Subsidiaries

 23.1*

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

 31.1*

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

 31.2*

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

 32.1*

 Certification of the Chief Executive Officer and
 Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section
 906 of the Sarbanes-Oxley Act of 2002

 97.1*+

 My Size, Inc. Executive Officer Clawback Policy

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 Cover Page Interactive Data File (formatted

 *

 Filed
 herewith.

 +

 Indicates
 a management contract or any compensatory plan, contract or arrangement

 SIGNATURES

 Pursuant
to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report
on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 1 day of April, 2024.

 MY
 SIZE, INC.

 /s/

 Ronen
 Luzon

 Chief Executive Officer

 (Principle Executive Officer)

 /s/

 Or
 Kles

 Chief
 Financial Officer

 (Principal
 Financial and Accounting Officer)

 Pursuant
to the requirements of the Securities Act of 1934, this annual report on Form 10-K has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/

 Chief
 Executive Officer and Director

 Ronen
 Luzon

 (Principle
 Executive Officer)

 /s/

 Chief
 Financial Officer

 Or
 Kles

 (Principal
 Financial and Accounting Officer)

 /s/
 Oren Elmaliah

 Oren
 Elmaliah

 /s/
 Arik Kaufman

 Arik
 Kaufman

 /s/
 Oron Branitzky

 Oron
 Branitzky

 /s/
 Guy Zimmerman

 Guy
 Zimmerman