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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, 2024

 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.

 HaNegev, 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, 2024, the last
business day of the registrant's most recently completed second fiscal quarter, was approximately $ 2.64 million.

of shares of common stock outstanding as of March 10, 2025 was 2,110,748.

 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

 Part
 II

 Item
 5.

 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.

 Statements and Supplementary Data

 Item
 9.

 in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls
 and Procedures

 Item
 9B.

 Other

 Item
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections.

 Part
 III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance

 Item
 11.

 Executive

 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

 Part
 IV

 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, 2024 are translated using the rate of NIS 3.647 to $1.00.

 All
information in this Annual Report on Form 10-K relating to shares or price per share reflects the 1-for-8 reverse stock split effected
by us on April 19, 2024.

 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

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

 The
foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking
statements. You should read this 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 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.

 Our
Solution

 Our
cloud-based software platform provides highly accurate sizing and measurement with broad applications and are 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
and Bring Your own Device for the Retail teams.

 Size
 Form Enables shoppers to generate highly accurate measurements of their body to find proper
 fitting of clothes and accessories, through the use of a simple questionnaire integrated on
 our retailers ecommerce. Site. 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, Aiuta, If Returns, Returnly 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. In 2024 we added several new
 partners like Aiuta, If Returns, Returnly and we are looking for new partnerships to increase our offering.

 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.

Summary

 Global
E-Commerce Market

 The
global e-commerce market is projected to reach $8.8 trillion in 2024, with a 15.8% CAGR from 2024 to 2029, reaching $18.81 trillion by
2029. Approximately 21.2% of total retail sales in 2024 were expected to take place online. However, challenges such as high return rates, low conversion
rates, and logistics costs continue to impact profitability.

and Apparel E-Commerce

 Since
the COVID-19 pandemic, online fashion sales have grown 85.9% compared to pre-pandemic levels (Mastercard), with over 2 billion online
shoppers globally. Cyber Monday 2023 set a record with $12.4 billion in sales, reflecting 9.6% year-over-year growth.

in Technology and Digital Strategies

 Fashion brands invested 1.6%-1.8% of their revenues in technology in 2021,
with investments expected to double by 2030. Key trends include personalization, hybrid shopping experiences, and AI-driven
engagement. Inflation is expected to affect consumer spending, requiring brands to adopt advanced digital tools and customer engagement
strategies.

Growth and Consumer Preferences

 The
fashion e-commerce market grew from $744.4 billion in 2022 to $821.19 billion in 2023 (CAGR of 10.3%) and is expected to reach $1.22
trillion by 2027. 50% of cart abandonments are due to high shipping costs, emphasizing the need to enhance the shopping experience and
reduce return rates.

 Brands
that integrate online and offline strategies, offer personalized experiences, and optimize logistics will be well-positioned for growth
in this competitive market.

 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: Diagram 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.

Description/Opportunities

 According
to Statista, global retail sales are projected to increase by approximately 24.%% to $32.8 trillion in 2026 from $26.4 trillion in 2023.
U.S. ecommerce sales increased approximately 10.95% to $1.223 trillion in 2024 from $1.102 trillion in 2023.

 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, 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 $0.49 million in 2024 and $1.0 million in 2023, 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.

 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.

 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 10, 2025, we had a total of 13 employees, of which all were full-time employees, including 6 in sales and marketing, 2 in
technology and development and 5 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 2024. We have continued to improve gender balance in 2024 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 HaNegev 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 were transferred to the Nasdaq.

 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.

 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 $4.0 million and $6.4 million for the years ended December 31, 2024 and 2023 and had an accumulated
deficit of $63.9 million as of December 31, 2024. 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, 2024 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, 2024. 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.

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.

 We
incorporate artificial intelligence, or AI, and machine learning, or ML, into our products. This technology is new and developing and
may present both compliance and reputational risks.

 We
rely on AI and ML in the operation of some of our products. The AI models that we use are trained using various data sets. If our AI
models are incorrectly designed or implemented or do not receive pictures or visual data, they may produce inaccurate or unreliable results,
negatively impacting the performance and reliability of our products. The effectiveness of our AI models depends on the quality and completeness
of the data used for training. If the data is incomplete, inadequate, or biased, it could lead to suboptimal model performance, impairing
the functionality of our products. Any malfunction or unexpected behavior in our AI-driven systems could disrupt our operations, leading
to increased downtime and higher maintenance costs for our customers, and potential loss of revenue. Additionally, failures in the performance
of our AI models could damage our reputation, erode customer trust, and result in loss of business and negative publicity.

 Our
products use AI, ML, and automated decision making technologies, including artificial intelligence and machine learning algorithms, and
is making significant investments to continuously improve the use of such technologies. There are significant risks involved in developing,
maintaining and deploying AI, ML and automated decision making technologies and there can be no assurance that the usage of such technologies
will always enhance our products or services or be cost effective and more generally beneficial to our business, including our efficiency
or profitability. In particular, if these AI or ML models or automated decision making technologies are incorrectly designed or implemented,
trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data or on data to which we do not have sufficient
rights, and/or are adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues,
the performance of our products, services, and business, as well as our reputation and the reputations of our customers, could suffer
or we could incur liability through the violation of laws or contracts to which we are a party or through other civil claims. Further,
our ability to continue to develop or use such models or technologies may be dependent on access to specific third-party software and
infrastructure, such as processing hardware or third-party artificial intelligence models, and we cannot control the availability or
pricing of such third-party software and infrastructure. In addition, market acceptance and consumer perceptions of AI or ML technologies
is uncertain at this point.

 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, 2024, 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 marketplaces 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 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.

 Scrutiny
of sustainability and environmental, social, and governance, or ESG, initiatives could increase our costs or otherwise adversely impact
our business.

 Public companies have recently faced scrutiny
related to ESG practices and disclosures from certain investors, capital providers, shareholder advocacy groups, other market participants
and other stakeholder groups. Such scrutiny may result in increased costs, enhanced compliance or disclosure obligations, or other adverse
impacts on our business, financial condition or results of operations. If our ESG practices and reporting do not meet investor or other
stakeholder expectations, we may be subject to investor or regulator engagement regarding such matters. Our failure to comply with any
applicable ESG rules or regulations could lead to penalties and adversely impact our reputation, access to capital and employee retention.
Such ESG matters may also impact our third-party contract manufacturers and other third parties on which we rely, which may augment or
cause additional impacts on our business, financial condition, or results of operations

 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, 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.

 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.

 In
addition, since the commencement of these events, there have been continued hostilities along Israel's northern border with Lebanon
(with the Hezbollah terror organization) and on other fronts from various extremist groups in the region, such as the Houthi movement
in Yemen and various rebel militia groups in Syria and Iraq. 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. Israel has carried
out a number of targeted strikes on sites belonging to these terror organizations and, in October 2024, Israel began ground operations
against Hezbollah in Lebanon culminating in a cease fire agreed to between Israel and Lebanon on November 27, 2024, the results
of which are uncertain. In addition, Iran, on two occasions, launched direct attacks on Israel involving hundreds of drones and missiles,
prompting Israeli air defenses and retaliatory strikes, and Iran has threatened to continue to attack Israel and is widely believed to
be developing nuclear weapons. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in
Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria. 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.

 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 ceasefire declared collapse or a new war commences or hostilities expand to other fronts, our operations may
be adversely affected.

 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.

 In
addition, some countries around the world restrict doing business with Israel and Israeli companies, and additional countries may do
so if hostilities in Israel or political instability in the region continue or increase. In addition, there have been increased efforts
by countries, activists and organizations to cause companies and consumers to boycott Israeli goods and services and some of such efforts
have been successful. In addition, in January 2024 the International Court of Justice, or ICJ, issued an interim ruling in a case filed
by South Africa against Israel alleging genocide amid and in connection with the war in Gaza, and ordered Israel to take measures to
prevent genocidal acts, prevent and punish incitement to genocide, and take steps to provide basic services and humanitarian aid to civilians
in Gaza, among others. On November 21, 2024, the International Criminal Court, or ICC, issued arrest warrants for Israeli Prime Minister
Benjamin Netanyahu and former Israeli Minister of Defense Yoav Gallant based on allegations of war crimes including using starvation
as a method of warfare, murder and other inhumane acts. Companies and businesses may terminate, and may have already terminated, certain
commercial relationships with Israeli companies following the ICJ and ICC decisions.

 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. 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.

 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 and has 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 2,110,748 are currently outstanding as
of March 10, 2025 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.

 We
have in the past fallen out of compliance with certain continued listing standards including the minimum bid price requirement
although we have subsequently been able to regain compliance. No assurance however can be given that we will continue to be in
compliance with the continued listing requirements of the Nasdaq Capital Market. 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 10, 2025, we had outstanding warrants to acquire 813,971 shares of our common stock and stock options to purchase 14,538
shares of our common stock, which warrants and options are exercisable for prices ranging between $3.83 and $338. The expiration of
the term of such options and warrants range from 0.16 years to 4.7 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 292 square feet of office space at 4 HaNegev Street, Airport City, Israel. The lease term is for 12 months beginning
on July 1, 2024 and ending on June 30, 2025, with an option to extend for an additional 12 months. Monthly rent payments, including utilities,
amount to approximately $2,000 per month.

 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. 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 parties agreed on settlement terms, including a global settlement with a third party with related claims. On November 19,
2024, the settlement agreement was executed and on December 2, 2024, the parties filed the Stipulation of Discontinuance with the Court
and the action was dismissed.

 Shimon
Shukron

 In
July 2024, we were served with a legal complaint filed by Shimon Shukron in the Magistrate's Court in Herzliya for a monetary award
in an amount of NIS 1,895,345 (approximately $510,000). The plaintiff alleges that due to the fire that broke out at Orgad's warehouse
in January 2023, the fire spread to the plaintiff's business and caused heavy damage to the structure and contents, inventory of
the business and loss of profits. We filed our statement of defense in September 2024. At this preliminary stage, the plaintiff did not
provide sufficient documents to support his claims regarding the extent of the alleged damage. The Company is working on its damage evaluation
analysis. As such, we cannot evaluate the chances of the claim to succeed.

 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

 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 transferred to the Nasdaq.

 Holders

 As
of March 10, 2025, we had 72 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 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
Acquisition

 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
payment of the earn out is 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
Acquisition

 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

 2024

 2023

 (dollars in thousands)

 8,257

 6,996

 Cost of revenues

 (4,934
)

 (4,265
)

 Gross profit

 3,323

 2,731

 Research and development expenses

 $
 (429
)

 $
 (974
)

 Sales and marketing

 (3,114
)

 (3,856
)

 General and administrative

 (3,368
)

 (3,971
)

 Other income

 -

 Impairment of goodwill

 (631
)

 (671
)

 Operating loss

 (3,944
)

 (6,741
)

 Financial income (expenses), net

 (5 1
)

 Equity accounted losses

 -

 (71
)

 Income tax benefit

 -

 Net loss

 $
 (3,995
)

 $
 (6,380
)

 Year
Ended December 31, 2024 Compared to Year Ended December 31, 2023

 Our
revenues for the year ended December 31, 2024 amounted to $8,257,000 compared to $6,996,000 for year ended December 31, 2023. The increase
from the corresponding period is primarily attributable to Orgad sales.

 Cost
Of Revenues

 Our
cost of revenues for the year ended December 31, 2024 amounted to $4,934,000 compared to $4,265,000 for the year ended December
31, 2023. The increase in comparison with the corresponding period was due to due to an increase in revenues described above offset by
an inventory mark-down of $643,000 due to the fire that occurred in Orgad's warehouse during January 2023.

 Research
and Development Expenses

 Our
research and development expenses for the year ended December 31, 2024 amounted to $429,000, a decrease of $545,000, or approximately
55.96%, compared to $974,000 for the year ended December 31, 2023. The decrease from the corresponding period primarily resulted from
a decrease in salaries 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, 2024 amounted to $3,114,000 a decrease of $742,000, or 19.2%, compared
to $3,856,000 for the year ended December 31, 2023. The decrease primarily resulted from a decrease in salaries due to reduced
headcount, consultant expenses, travel and marketing expenses offset by an increase in Amazon fees due to an increase in
sales.

 General
and Administrative Expenses

 Our
general and administrative expenses for the year ended December 31, 2024 amounted to $3,368,000, a decrease of $603,000, or
15.2%, compared to $3,971,000 for the year ended December 31, 2023. The decrease compared to the corresponding period was mainly due
to a decrease in professional services and insurance expenses.

 Other
income

 Our
other income for the year ended December 31, 2024 amounted to $275,000 compared to none for the year ended December 31, 2023. The
other income for the year ended December 31, 2024 resulted from certain downward post-closing adjustment that were made in the Orgad
acquisition.

of goodwill

 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 $631,000 was recorded for year ended December 31, 2024, compared to $671,000 recorded in impairment of goodwill
for year ended December 31, 2023 for the same reason.

Loss

 As
a result of the foregoing, for the year ended December 31, 2024, our operating loss was $3,944,000, a decrease of $2,797,000 or 4 1.5%,
compared to our operating loss for the year ended December 31, 2023 of $6,741,000.

(Expenses) Income, Net

 Our
financial expenses, net for the year ended December 31, 2024 amounted to $51,000 compared to financial income of, $99,000 for the year
ended December 31, 2023. In 2024, we had financial expenses exchange rate differences offset by an income from fair value revaluation
of investment in marketable securities whereas in 2023 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, 2024 was $3,9 95,000 compared to net loss of $6,380,000 for the
year ended December 31, 2023. 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, 2024, we had cash, cash equivalents and restricted cash of $4,880,000 compared to $2,264,000 cash, cash equivalents,
restricted cash as of December 31, 2023. This increase primarily resulted from the warrant repricing
transaction that was completed in May 2024 and proceeds from warrants that were exercised in December 2024, offset by payments that
were made to suppliers, resources that were deployed to grow our businesses and payments related to the Orgad acquisition.

 In
January 2025, we entered into an At The Market Offering Agreement, (the "Offering Agreement")
 with ith H.C. Wainwright & Co., LLC, as agent ("Wainwright") pursuant to
which we may offer and sell, from time to time through Wainwright shares of our common stock having an aggregate offering price of up
to $4.1 million. We agreed to pay Wainwright a commission at a fixed rate of 3.0% of the aggregate gross proceeds from each sale
of the shares under the Offering Agreement. As of the date hereof, we sold 60,589 shares pursuant to the Offering Agreement for aggregate
gross proceeds of approximately $142,000.

 Net
cash used in operating activities was $3,092,000 for the year ended December 31, 2024 compared to $6,106,000 for the year ended December
31, 2023. The decrease in cash used in operating activity is derived mainly from decrease in the net loss, change in inventory offset by change in account receivables.

 Net
cash flow from investing activities was $53,000 for the year ended December 31, 2024 compared to net cash provided by investing activities
of $7,000 for the year ended December 31, 2023. The net cash provided by investing activities for the year ended December 31, 2024 was
mainly from proceeds from short term deposits and from investment in a JV.

 Net
cash provided by financing activities was $5,594,000 for the year ended December 31, 2024 compared to net cash of $6,134,000 for the
year ended December 31, 2023. The net cash provided by financing activities for the year ended December 31, 2024 was mainly due to warrant
repricing transaction that was completed in May 2024 and proceeds from warrants that were exercised on December 2024 offset by repayment
of loans in an amount of $735,000.

 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, 2024, 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 war between Israel and Hamas, 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.

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 $631,000 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, 2024

 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-31

 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, 2024 and
2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31,
2024, 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.

impairment assessment

 As
discussed in Notes 2i 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 $631 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

 March

 F- 2

 MY

BALANCE SHEETS

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

 Note

 2024

 2023

 31,

 Note

 2024

 2023

 Assets

 Current

 Cash
 and cash equivalents

 4,880

 2,187

 Restricted
 cash

 -

 Sort
 term deposit

 -

 Inventory

 2,796

 2,879

 Account
 receivables

 Other
 receivables and prepaid expenses

 1,118

 Total
 current assets

 9,072

 6,627

 Long
 term deposits

 Property
 and equipment, net

 right-of-use asset

 Intangible

 1,097

 in JV

 -

 in marketable securities

 Total non-current assets

 2,364

 Total

 10,059

 8,991

 Liabilities
 and shareholders' equity

 Current
 liabilities

 lease liability

 Bank
 overdraft and short-term loans

 Trade
 payables

 2,084

 2,154

 Liabilities
 to Related parties

 Other
 payables

 Total
 current liabilities

 2,996

 3,878

 Long-term
 loans

 lease liability

 Total
 non-current liabilities

 CONTINGENCIES
 AND COMMITMENTS

 -

 -

 Total
 Liabilities

 3,150

 4,256

 Shareholders'
 equity

 Stock
 capital -

 Common
 stock of $ 0.001 par value - Authorized: 250,000,000 shares as of December 31,2024 and 2023; Issued and outstanding: 2,040,159 and
 452,724 (*) as of December 31,2024 and 2023, respectively

 Additional
 paid-in capital

 71,608

 65,383

 other comprehensive loss

 ( 825
)

 ( 771
)

 deficit

 ( 63,876
)

 ( 59,881
)

 Total
 shareholders' equity

 6,909

 4,735

 Total
 liabilities and shareholders' equity

 10,059

 8,991

 (*)

 Adjusted
 to give retroactive effect of 1:8 reverse stock split effected in April 2024, see note 13 (b)

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

 F- 3

 MY

STATEMENTS OF COMPREHENSIVE LOSS

 U.S.

 Note

 2024

 2023

 Year
 ended December 31,

 Note

 2024

 2023

 8,257

 6,996

 Cost
 of revenues

 ( 4,934
)

 ( 4,265
)

 Gross
 profit

 3,323

 2,731

 expenses

 Research
 and development

 ( 429
)

 ( 974
)

 Sales
 and marketing

 ( 3,114
)

 ( 3,856
)

 General
 and administrative

 ( 3,368
)

 ( 3,971
)

 Other
 income

 2 0

 -

 of goodwill

 ( 631
)

 ( 671
)

 Total
 operating expenses

 ( 7,267
)

 ( 9,472
)

 loss

 ( 3,944
)

 ( 6,741
)

 income (expense), net

 ( 51
)

 Equity
 loss of equity method investees

 -

 ( 71
)

 Loss
 before income taxes

)

 ( 6,713
)

 Income
 tax benefit

 -

 Net
 loss for the year

)

 ( 6,380
)

 Other
 comprehensive income (loss):

 Foreign
 currency translation differences

 ( 54
)

 ( 134
)

 Total
 comprehensive loss

 ( 4,049
)

 ( 6,514
)

 Basic
 and diluted loss per share

 ( 4.39
)

 ( 20.4
)

 Basic
 and diluted weighted average number of shares outstanding

 910,758

 318,848

 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)

 Number**

 Amount **

 capital **

 loss

 Deficit

 equity

 Common
 stock

 Additional

 paid-in

 other

 comprehensive

 Total

 stockholders'

 Number**

 Amount**

 capital**

 loss

 Deficit

 equity

 Balance as of December 31, 2022

 183,015

 58,673

 ( 637
)

 ( 53,501
)

 4,536

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

 ( 1,000
)

 -

 -

 -

 Issuance of shares, net of issuance cost of $ 959

 54,000

 - *

 6,258

 -

 -

 6,258

 Issuance of Exercise of warrants and prefunded
 warrants

 216,709

 - *

 -

 -

 Total comprehensive income
 (loss)

 -

 -

 -

 ( 134
)

 ( 6,380
)

 ( 6,514
)

 Balance as of December 31, 2023

 452,724

 65,386

 ( 771
)

 ( 59,881
)

 4,735

 452,724

 65,386

 ( 771
)

 ( 59,881
)

 4,735

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

 80,000

 - *

 -

 -

 Issuance of shares for sellers post Business
 Combination

 4,360

 - *

 -

 -

 Effect of reverse stock split

 74,683

 - *

 -

 -

 -

 -

 Issuance of shares, net of issuance cost of $ 442
 (***)

 79,000

 - *

 2,819

 2,819

 Exercise of shares in abeyance

 696,364

 - *

 -

 -

 -

 -

 Exercise of Warrants

 653,028

 3,010

 3,011

 Total comprehensive income
 (loss)

 -

 -

 -

 ( 54
)

)

 ( 4,049
)

 Balance as of December 31, 2024

 2,040,159

 71,608

 ( 825
)

 ( 63,876
)

 6,909

 2,040,159

 71,608

 ( 825
)

 ( 63,876
)

 6,909

 (*)

 Represents
 an amount of less than $1.

 (**)

 Adjusted
 to give retroactive effect of 1:8 reverse stock split effected in April 2024, see note 13 (b).

 (***)

 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

 2024

 2023

 Year
 ended December 31,

 2024

 2023

 Cash
 flows from operating activities:

 Net
 loss

)

 ( 6,380
)

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

 Depreciation

 Loss
 on Disposal of property and equipment

 -

 in operating lease right-of-use asset

 of intangible assets

 Foreign
 exchange differences

 -

 ( 99
)

 in liabilities to related parties

 ( 442
)

 ( 93
)

 Interest
 on long term liabilities

 Interest
 paid

 ( 41
)

 ( 23
)

 Revaluation
 of investment in marketable securities

 ( 1
)

 tax benefits

 -

 ( 328
)

 in Investment in JV

 -

 Stock
 based compensation

 in inventory

 ( 1,839
)

 of goodwill

 in account receivables

 1,200

 in operating lease liabilities

 ( 96
)

 ( 115
)

 in other receivables and prepaid expenses

 ( 268
)

 ( 84
)

 in trade payables

 ( 65
)

 ( 306
)

 in other payables

 ( 189
)

 Net
 cash used in operating activities

 ( 3,092
)

 ( 6,106
)

 Cash
 flows from investing activities:

 Proceeds
 from short term deposits

 -

 Proceeds
 from liquidating JV

 -

 Purchase
 of property and equipment

 ( 7
)

 ( 7
)

 Net
 cash (used in) provided by investing activities

 ( 7
)

 Cash
 flows from financing activities:

 Proceeds
 from issuance of shares, net of issuance costs and exercise of warrants

 5,829

 6,258

 Loans
 received

 -

 Repayment
 of loans

 ( 735
)

 ( 124
)

 Net
 cash provided by financing activities

 5,594

 6,134

 of exchange rate fluctuations on cash and cash equivalents

 ( 120
)

 in cash and cash equivalents and restricted cash

 2,616

 ( 99
)

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

 2,264

 2,363

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

 4,880

 2,264

 Non cash activities:

 Change in operating lease right-of-use asset and liability due to termination of the lease agreement

 -

 F- 6

 MY

 NOTES

 U.S.

 NOTE
1 - GENERAL

 a.

 My
 Size, Inc. is developing unique measurement technologies based on algorithms with applications
 focused on the apparel e-commerce market. The technology
 is driven by proprietary algorithms, which are able to calculate and record measurements
 in a variety of novel ways.

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

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

 The
 Company has six subsidiaries, My Size Israel 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. 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.

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

 On January 19, 2025, a temporary ceasefire went into effect, the result of which is uncertain.

 On
 February 24, 2022, Russia invaded Ukraine. The 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 expects 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".

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

 d.

 Since
 inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of
 $ 63,876. The Company has financed its operations mainly through fundraising from various investors.

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

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

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

 NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES

 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 U.S. 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 subsidiaries, 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 the
Russian Ruble.

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

 F- 8

 MY

 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 2024 and 2023, the company recorded an inventory mark-down of $ 30 and $ 39 respectively.

 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.

 F- 9

 MY

 NOTES

 U.S.

 NOTE

 i.
 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.

 An
impairment charges of $ 631 and $ 671
were recorded as the carrying value of the 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. These impairment charges
were recorded within the Consolidated Statement of Operations and within the SaaS Solution segment for
the year ended December 31, 2024 and 2023 respectively. See Note 7- Goodwill.

 j.
 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:

 My Size Israel'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 My Size Israel
from any additional obligation for these employees. As a result, My Size Israel 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 its balance sheet. These
contributions for compensation represent defined contribution plans and expenses are recorded based on actual deposits.

 F- 10

 MY

 NOTES

 U.S.

 NOTE

 k.
 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 capitalizes 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.

 l.
 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 temporary taxable 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, 2024 and 2023 the Company has not recorded any unrecognized tax benefits.

 m.
 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

 n.
 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 shares 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.

 o.
 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, 2024 and 2023, all outstanding options and warrants have been excluded from the calculation of the diluted
net loss per share since their effect was anti-dilutive.

 p.
 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

 q.
 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.

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 $ 164 thousand and $ 260 thousand as of December 31, 2024, and 2023, 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

 r.
 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.

 s.
 Derivative instruments

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

 t.
 Leases

 The
Company leases include an office space lease agreement for 12 months, with an option to extend for an additional 12 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 uses 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.

 u.
 Recent adopted accounting pronouncements

 1.

 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. 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 adoption of ASC 2022-03 did not have a material impact on the Company's consolidated financial statements and related disclosures.

 2.

 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.

 3.

 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. The amendments were applied retrospectively to all prior
 periods presented in the financial statements. the Company adopted ASU 2023-07 in 2024, see
Note 16—Segment Reporting.

 v.
 Recently issued not yet adopted accounting pronouncements

 1.
 In March 2024, the SEC adopted new rules relating to the disclosure of a range of climate-change-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.

 2.
 In
 November 2024, the FASB issued ASU No. 2024-03 Income Statement—Reporting Comprehensive
 Income—Expense Disaggregation Disclosures (Subtopic 220-40). The ASU improves the disclosures
 about a public business entity's expenses and provides more detailed information about
 the types of expenses in commonly presented expense captions. The amendments require that
 at each interim and annual reporting period an entity will, inter alia, disclose amounts
 of purchases of inventory, employee compensation, depreciation and amortization included
 in each relevant expense caption (such as cost of sales, SG&A and research and development).
 The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods
 within fiscal years beginning after December 15, 2027. Early adoption is permitted.
 The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

 F- 14

 MY

 NOTES

 U.S.

 NOTE
3 - CASH AND CASH EQUIVALENTS

 The
Company's cash and cash equivalents balance at December 31, 2024 and 2023 is denominated in the following currencies:

OF CASH AND CASH EQUIVALENT BALANCE

 2024

 2023

 31,

 2024

 2023

 US
 Dollars

 4,216

 1,746

 New
 Israeli Shekels

 Other

 Cash and cash equivalents

 4,880

 2,187

 NOTE
4 - OTHER RECEIVABLES AND PREPAID EXPENSES

OF OTHER RECEIVABLES AND PREPAID EXPENSES

 2024

 2023

 31,

 2024

 2023

 Prepaid
 expenses and other current assets

 Government
 authorities

 Loan
 (*)

 -

 Insurance
 reimbursement

 -

 Other

 Total

 1,118

 (*)

 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 was December 31,2024. The loan was paid in full on December 16, 2024.

 NOTE
5 - PROPERTY AND EQUIPMENT, NET

OF PROPERTY AND EQUIPMENT, NET

 Computers
 and
 peripheral
 equipment

 Office
 furniture
 and
 equipment

 Leasehold
 improvements

 Total

 Cost

 as at January 1, 2023

 -

 adjustments

 ( 3
)

 ( 1
)

 -

 ( 4
)

 as at December 31, 2023

 as at December 31, 2023

 Disposal

 ( 162
)

 ( 34
)

 ( 54
)

 ( 250
)

 adjustments

 ( 20
)

 -

 ( 12
)

 as at December 31, 2024

 Depreciation

 as at January 1, 2023

 adjustments

 ( 1
)

 ( 3
)

 ( 1
)

 ( 5
)

 as at December 31, 2023

 as at December 31, 2023

 Disposal

 ( 161
)

 ( 17
)

 ( 42
)

 ( 221
)

 adjustments

 ( 4
)

 -

 -

 as at December 31, 2024

 -

 Carrying
 amounts

 As
 at December 31, 2023

 As
 at December 31, 2024

 F- 15

 MY

 NOTES

 U.S.

 NOTE
6 - LEASES

 In
August 2019, the Company entered into an office space lease agreement. The
lease term was for 36
months beginning on August 20, 2019 and ending on August
20, 2022, with an option
to extend for an additional 36 months. During 2022, the Company extended the lease period until August 20, 2025. On January
8, 2024 the Company provided a six month notice termination to the lessor that the lease will end on July 8, 2024. As a result the
Company reduced its "Right of use asset" against current liabilities as "Operating lease liability" and in
the non-current liabilities as "Operating lease liability – long term" on the Company's December 31, 2024
consolidated balance sheets in an amount of $ 181.

 In August 2024, the Company entered into a new office space lease agreement.
The lease term is for 12 months beginning on July 1, 2024 and ending on June 30, 2025, with an option to extend for an additional 12 months.

 Monthly
rent payments for the previous office space including utilities amounted to approximately USD 14
(NIS 49,500)
per month. For the new office space the monthly rent payments including utilities amounted to approximately $ 2
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, 2024 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, 2024 consolidated balance
sheets. As of December 31, 2024, right-of-use of asset was $ 23 based on the extension of the lease period ( 24 months in total).
Operating lease liabilities were $ 15
and non current operating lease liabilities were $ 8.

 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 21.8 %.

 Maturities
of lease liabilities as of December 31, 2024 were as follows:

 SCHEDULE OF MATURITIES OF LEASE LIABILITIES

 Year
 Ending:

 2025

 $

 2026

 $

 Thereafter

 $
 -

 Less
 imputed interest:

 $
 ( 4
)

 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, 2023

 1,532

 of changes in exchange rates

 ( 13
)

 As
 of December 31, 2023

 1,556

 of changes in exchange rates

 ( 2
)

 ( 19
)

 ( 48
)

 ( 5
)

 ( 74
)

 As
 of December 31, 2024

 1,482

 Goodwill and intangible assets, Cost, beginning
 balance

 1,482

 As
 of January 1, 2023

 ( 109
)

 ( 15
)

 ( 27
)

 ( 4
)

 ( 155
)

 for the year

 ( 111
)

 ( 62
)

 ( 112
)

 ( 17
)

 ( 302
)

 of changes in exchange rates

 ( 3
)

 ( 6
)

 -

 ( 2
)

 As
 of December 31, 2023

 ( 213
)

 ( 80
)

 ( 145
)

 ( 21
)

 ( 459
)

 for the year

 ( 109
)

 ( 55
)

 ( 113
)

 ( 17
)

 ( 294
)

 of changes in exchange rates

 -

 As
 of December 31, 2024

 ( 322
)

 ( 128
)

 ( 246
)

 ( 36
)

 ( 732
)

 Goodwill and intangible assets, Amortization, ending balance

 ( 322
)

 ( 128
)

 ( 246
)

 ( 36
)

 ( 732
)

 Carrying
 amount

 As
 of December 31, 2023

 1,097

 As
 of December 31, 2024

 and intangible assets, Carrying amount, ending balance

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

 31,
 2024

 31,
 2023

 Selling

 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

 2025

 2026

 2027

 2028

 2029

 Thereafter

 Total

 Future
 amortization expenses

 In
the fourth quarter of 2024, the Company performed the annual assessment of the useful life of its finite-lived intangibles. The Company
updated the useful life of its technology intangibles as a result of analyzing recent quantitative and qualitative observations
in the market and factors impacting our business. The change in estimate will be accounted for prospectively. The
weighted average remaining life was increased from approximately 3 years to 7 years to reflect the new estimated useful lives. The Company
estimates that there will be an approximately 55 - 60 % decrease to annual amortization expense.

 b.

 The
changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 were as follows:

OF GOODWILL

 and

 equipment

 SaaS
 Solutions

 Total

 as of December 31, 2022

 1,257

 1,395

 differences

 ( 4
)

 impairment

 -

 ( 671
)

 ( 671
)

 as of December 31, 2023

 differences

 ( 1
)

 impairment

 -

 ( 631
)

 ( 631
)

 as of December 31, 2024

 -

 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 16 for additional segment information.

 F- 17

 MY

 NOTES

 U.S.

 NOTE
7 – Goodwill and other Intangible assets (Cont.)

 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.

 Goodwill impairment in 2023

 The
Company performed a quantitative assessment as of December 31, 2023 for the reporting units' fair value.

 Based on the December 31, 2023 revised
discounted cash flows analysis, the Company recorded a goodwill impairment of $ 671 to its SaaS Solution reporting unit.

 This,
based the following assumptions:

OF ESTIMATED FAIR VALUE

 and equipment e-commerce platform

 SaaS
 Solutions

 Discount
 rate

 21.5
 %

 %

 Terminal
 growth rate

 %

 %

 Revenue
 growth rate

 12.4 %- 50
 %

 15 %- 70
 %

 No goodwill impairment
was recorded for the Fashion and equipment e-commerce platform reporting unit.

 Goodwill impairment
in 2024

the third quarter of 2024, the Company has experienced sustained decreases in the
Company's share price and a decline in actual and forecasted operating results, prompting impairment assessments of goodwill
and long-lived assets including definite-lived intangibles.

 The
Company updated the forecasted future cash flows used in the impairment assessment, including revenues, margin, and capital expenditures
to reflect current conditions. Other changes in valuation assumptions included selection of lower revenue growth rates based upon an
assessment of current market conditions.

 Considering the adverse
developments in its businesses which are described above, the Company recorded a goodwill impairment of $ 631 in the third quarter, which
was attributable to the entire remaining goodwill associated with its SaaS solutions segment (level 3 fair value measurement).

 The resulting cash flow
for the SaaS based innovative artificial intelligence driven measurement solutions reporting unit amounts were discounted using the same
rate of 25 % compared to prior quarters, the Company used revenue growth rate of 4 %- 32 % compared to 15 %- 70 % at December 2023. The Company
still assumed a terminal growth rate of 3 %.

 For
the tests performed in September 30, 2024, the resulting cash flow for the fashion and equipment e-commerce platform segment amounts
were discounted using a slightly increased rate of 22 %
compared to 21.5 %
in prior quarters, The Company used a revenue growth rate of 7.5 % - 36.5 %
compared to 12.4 % - 50 %
at December 2023. The Company still assumed a terminal growth rate of 3 %. No goodwill impairment was recorded for this reporting unit.

 The
Company performed it annual quantitative assessment as of December 31, 2024 for the fashion and equipment e-commerce platform reporting unit fair value.
The estimated fair value of the fashion and equipment e-commerce platform reporting unit exceeded its estimated carrying amount by 5 %.

 This was based on the following assumptions:

 Fashion and equipment e-commerce platform

 Discount rate

 22.5
 %

 Terminal growth rate

 %

 Revenue growth rate

 7.5 % - 65.6
 %

 F- 18

 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.

March 2024, the Company closed the joint venture ("JV") in Brazil with Santista T xtil and liquidating the remaining of its investment of
$ 38.

the years ended December 31, 2024 and 2023, the Company recognized equity loss from the JV in an amount of $ 0 and $ 71 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

 31-12-25

 31-12-26

 31-12-27

 31-12-28

 31-12-29

 31-12-24

 Debts
 with credit institutions

 -

 Loans
in an amount of $ 48 bearing interest between prime to prime + 1.5 % is due between March 2025 to February 2028.

 Loans
in an amount of $ 191 bearing interest between 1.5 %- 3.5 % is due between December 2024 and June 2028.

February 2024, the Company received a loan from a commercial lender in an amount of $ 500. The loan bears interest at a fix rate of
 6 % of the principal and is payable in installments during a six month term. The Company repaid the loan in full by August
2024.

 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

 2024

 2023

 31,

 2024

 2023

 Officers
 (*)

 Other
 related parties (**)

 -

 Other
 related parties

 ( 119
)

 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.

 B.
Related parties benefits:

 SCHEDULE OF RELATED PARTIES BENEFITS

 2024

 2023

 Year
 ended
 31,

 2024

 2023

 Salaries
 and related expenses

 1,344

 1,173

 Share
 based payments

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

 -

 Directors

 Related parties benefits

 1,608

 1,707

 (**)

 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 are entitled to additional cash consideration.

 NOTE
11 - FINANCIAL INSTRUMENTS

 The
following tables present 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

 31, 2024

 Fair
 value hierarchy

 Level

 Level

 Level

 in marketable securities

 -

 -

 F- 19

 MY

 NOTES

 U.S.

 NOTE
11 - FINANCIAL INSTRUMENTS (Cont.)

 31, 2023

 Fair
 value hierarchy

 Level

 Level

 Level

 in marketable securities

 -

 -

 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, 2024, the recognized profit (loss) and fair value (based on quoted market prices with a discount due to security
restrictions on iMine shares) of the marketable securities were $ 1
and $ 7,
respectively (at December 31, 2023 $( 41)
and $ 6,
respectively).

 NOTE
12 - TAXES ON INCOME

 a.

 On
 December 31, 2024, the Company had U.S. federal net operating loss carryforwards of approximately $ 28,097 available to reduce future
 taxable income of which $ 16,323
 will expire from 2025 until 2037 and the
 remaining amount of $ 11,774
 may be carried forward 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.

 My Size, Inc. has final tax assessments through 2020.

 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

 2024
 - 23 %

 2023
 - 23 %

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

 2023
 - 24 %

 2024
 - 24 %

 2.

 The
Company's Israeli subsidiaries have estimated total available operating loss carryforwards of approximately $ 68,014
as of December 31, 2024. Of these carryforwards, a total of $ 40,378
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 2017.

 4.

 Naiz
 has estimated total available operating loss carryforwards of approximately $ 1,922 as of December 31, 2024. Naiz's 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

 2024

 2023

 31,

 2024

 2023

 U.S

 ( 1,168
)

 ( 2,375
)

 Non-U.S.
 (foreign)

 ( 2,827
)

 ( 4,338
)

 Loss
 before income taxes

)

 ( 6,713
)

 F- 20

 MY

 NOTES

 U.S.

 NOTE
12 - TAXES ON INCOME (Cont.)

 d.

 taxes:

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

 2024

 2023

 31,

 2024

 2023

 tax assets:

 loss carryforwards

 22,005

 21,172

 Stock
 based compensation expense

 in marketable securities

 Capitalized
 research and development expenses

 Other
 temporary differences

 Total
 deferred tax assets

 22,690

 21,935

 Valuation
 allowance

 ( 22,509
)

 ( 21,663
)

 Net
 deferred tax assets after valuation allowance

 tax liabilities:

 Intangible

 ( 181

)

 ( 272
)

 Net
 deferred tax liability

 -

 -

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

 SCHEDULE OF RECONCILIATION OF VALUATION ALLOWANCE

 2024

 2023

 31,

 2024

 2023

 at beginning of the year

 21,663

 21,455

 in valuation allowance to the income statement

 in valuation allowance due to exchange rate foreign currency translation differences

 ( 780
)

 Net
 change in the valuation allowance

 at end of the year

 ( 22,509
)

 ( 21,663
)

 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, 2024 and 2023.

 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

 2024

 2023

 31,

 2024

 2023

 Loss
 before income taxes

 3,995

 6,713

 Statutory
 income tax rate

 %

 %

 Computed
 "expected" income tax benefit

 1,410

 Foreign
 tax rate differences

 Exchange
 rate differences

 Nondeductible
 expenses

 ( 41
)

 of goodwill

 ( 152
)

 ( 168
)

 in valuation allowance

 ( 795
)

 ( 988
)

 Income
 tax benefit

 -

 The
entire income tax benefit is a deferred tax benefit.

 F- 21

 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
 April 19, 2024, the Company effected a one-for-eight reverse stock split of its common stock
 (the "Reverse Stock Split") with the Company's shares beginning trading
 on a post-split basis on the Nasdaq Capital Market on April 23, 2024. Upon the effectiveness
 of the Reverse Stock Split, every eight shares of the Company's issued and outstanding
 common stock was automatically converted into one share of common stock, without any change
 in the par value per share. In addition, a proportionate adjustment was made to the per share
 exercise price and the number of shares issuable upon the exercise of all outstanding options
 and warrants entitling the holders to purchase common stock. Any fraction of a share of common
 stock that would otherwise have resulted from the Reverse Stock Split was rounded up to the
 next whole number. All the per-share data was adjusted to
give retroactive effect of 1:8 reverse stock split effected in April 2024.

 c.

 On
 August 24, 2023, the Company entered into an inducement offer letter agreement (the "2023 Inducement Letter") with a
 certain 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 "2023 Existing Warrants). Pursuant to the 2023 Inducement Letter,
 the holder agreed to exercise for cash its 2023 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 to purchase up to an
 aggregate of 5,367,912
 shares of the Company's common stock 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 2023 Existing Warrants by the holder, before deducting placement agent fees and other offering
 expenses payable by the Company. The net proceeds were approximately $ 3.6
 million. As of December 31, 2024, the Company issued to the holder all of the exercised shares.

 d.

 On
 May 16, 2024, the Company entered into an inducement offer letter agreement (the "2024 Inducement Letter") with a
 certain holder of certain of the Company's existing warrants to purchase up to (i) 326,514
 shares of the Company's common stock issued on August 28, 2023 with a twenty-eight month term at an exercise price of $ 16.72
 per share, and (ii) 344,475
 shares of the Company's common stock issued on August 28, 2023 with a five and one-half year term at an exercise price of
 $ 16.72
 per share, ((i) and (ii) collectively, the " 2024 Existing Warrants).

 Pursuant
 to the 2024 Inducement Letter, the holder agreed to exercise for cash its 2024 Existing Warrants to purchase an aggregate of 670,989
 shares of the Company's common stock at a reduced exercise price of $ 4.86
 per share in consideration of the Company's agreement to issue new common stock purchase warrants to purchase up to an
 aggregate of 1,341,978
 shares of the Company's common stock, at an exercise price of $ 4.61
 per share. The Company received aggregate gross proceeds of approximately $ 3.26
 million from the exercise of the 2024 Existing Warrants by the Holder, before deducting placement agent fees and other offering
 expenses payable by the Company. As of December 31, 2024, the Company issued to the holder all of the shares exercised.

 On
 December 27, 2024, the holder exercised warrants to purchase 653,028 shares of common stock of the Company resulting in gross proceeds
 of approximately $ 3.0 million.

 F- 22

 MY

 NOTES

 U.S.

 NOTE
13 - SHAREHOLDERS' EQUITY (Cont.)

 c.

 A
 summary of the warrant activity during the years ended December 31, 2024 and 2023 is presented below:

OF WARRANT ACTIVITY

 of
 Warrants

 Average
 Exercise
 Price

 Average
 Remaining
 Life
 in
 Years

 Outstanding,
 December 31, 2022

 33,758

 241.68

 3.36

 Issued

 1,080,225

 -

 -

 Expired
 or exercised

 ( 383,447
)

 -

 -

 Outstanding,
 December 31, 2023

 730,536

 27.28

 3.75

 Issued

 1,413,947

 -

 Expired
 or exercised

 ( 1,328,639
)

 -

 Outstanding,
 December 31, 2024

 815,844

 13.93

 4.65

 Exercisable,
 December 31, 2024

 815,844

 13.93

 4.65

 NOTE
14 - STOCK BASED COMPENSATION

 The
stock-based expense recognized in the financial statements for services received is related to cost of goods, research and
development, sales and marketing and general and administrative expenses as shown in the following table:

OF STOCK BASED COMPENSATION EXPENSES

 2024

 2023

 Year
 ended
 December 31,

 2024

 2023

 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- 23

 MY

 NOTES

 U.S.

 NOTE
14 - STOCK BASED COMPENSATION (Cont.)

issued to consultants

 a.

 In
 March 2023, the Company entered into a two-year agreement with a consultant 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 the consultant options to purchase up to 500 shares
 of the Company's common stock upon execution of the agreement. The options are exercisable at $ 24.00
 per share and shall vest in two equal instalments every twelve months starting March 2023. Unexercised options shall expire 3 years
 from the effective date.

 b.

 In
 July 2023, the Company entered into a six month agreement with a consultant to provide services to the Company, including
 assisting the Company to promote, market and sell the Company's technology to potential
 customers and make strategic introductions and inquiries with interested parties in the financial
 community. Pursuant to the agreement and in partial consideration for such consulting
 services, the Company issued to the consultant (i) 5,000 shares of restricted common stock
 of the Company, (ii) a warrant to purchase 12,500 shares of common stock at an exercise price
 of $4.00 per share and exercisable for a term of 36 months from the date of issuance, and
 (iii) a warrant to purchase 12,500 shares of common stock at an exercise price of $6.00 per
 share and exercisable for a term of 36 months from the date of issuance.

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

 In
 the year ended December 31, 2024, the Company recorded $ 71, as stock-based equity awards with respect to the consultant. No expenses
 were recorded in the fiscal year ended December 31, 2023 with respect to the consultant.

 F- 24

 MY

 NOTES

 U.S.

 NOTE
14 - STOCK BASED COMPENSATION (Cont.)

 The
Company's outstanding options granted to consultants as of December 31, 2024 are as follows:

OF OPTIONS GRANTED TO CONSULTANTS

 Issuance
 date

 for
 Common stock

 Average
 exercise price
 per share

 exercisable

 Expiration

 date

 September-October
 2020

 USD

 September
 2025

 March
 2023

 USD

 March
 2026

 Total

 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

 Grants

 Dividend
 yield

 -

 Expected
 volatility

 82.49
 %

 Risk-free
 interest

 3.96
 %

 expected
 term of up to (years)

 F- 25

 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 36,125 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

 2024

 Grants

 2023

 Grants

 Dividend
 yield

 %

 %

 Expected
 volatility

 86.22
 %

 82.49
 %

 Risk-free
 interest

 4.3
 %

 3.96
 %

 expected
 term

 2.0 - 2.8

 In
the years ended December 31, 2024 and 2023, 6,875 and 11,625 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 36,125 shares to 130,000 shares.

 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 37,500 restricted shares, 18,750 restricted shares and
 18,750 restricted shares, respectively. The restricted shares vest in three equal instalments 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- 26

 MY

 NOTES

 U.S.

 NOTE
14 - STOCK BASED COMPENSATION (Cont.)

 The
total stock option compensation expense in the year ended December 31, 2024 amounted to $ 390 as follows: research and development expenses
amounted to $ 59, sales and marketing expenses amounted to $ 46 and general and administrative expenses amounted to $ 285.

 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.

 As
of December 31, 2024, there was a total of $ 117 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 2024 is as follows:

OF SHARES OPTION ACTIVITY

 2024

 of
 options

 average
 exercise
 price
 US$

 at January 1

 13,832

 8.88

 Granted

 6,875

 3.832

 Exercised

 -

 -

 Expired

 ( 6,781)

 -

 at year end

 13,926

 6.97

 Vested
 at year end

 7,926

 8.72

 Share
option activity during 2023 is as follows:

 2023

 of

 options

 average

 Exercise

 price
 US$

 at January 1

 5,201

 179.84

 Granted

 11,625

 8.72

 Exercised

 -

 -

 Expired

 ( 2,994

)

 -

 at year end

 13,832

 8.88

 Vested
 at year end

 6,082

 8.80

 F- 27

 MY

 NOTES

 U.S.

 NOTE
15 - CONTINGENCIES AND COMMITMENTS

 a.

 On
 August 7, 2018, the Company commenced an action against North Empire LLC ("North Empire")
 in the Supreme Court of the State of New York, County of New York for breach of a Securities
 Purchase Agreement in which it sought 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 alleged
 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 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 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 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. 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. 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
 parties agreed on settlement terms, including a global settlement with a third party with related claims. On November 19, 2024, the
 settlement agreement was executed and on December 2, 2024, the parties filed the Stipulation of Discontinuance with the Court and
 the action was dismissed.

 The
 Company did not recognize any a loss or expenses from the settlement agreement.

 b.
 In
 July 2024, the Company was served with a legal complaint filed by Shimon Shukron in the Magistrate's Court in Herzliya for a
 monetary award in an amount of NIS 1,895,345
 (approximately $ 510).
 The plaintiff alleges that due to the fire that broke out at Orgad's warehouse in January 2023, the fire spread to the
 plaintiff's business and caused heavy damage to the structure and contents, inventory of the business and loss of profits. The
 Company filed its statement of defense in September 2024. At this preliminary stage, the plaintiff did not provide sufficient
 documents to support his claims regarding the extent of the alleged damage. The Company and the plaintiff agreed to go to mediation
 and are waiting for a suitable date to be set. The Company cannot
 evaluate the chances of the mediation or the claim to succeed.

 F- 28

 MY

 NOTES

 U.S.

 Note
16 – Operating Segments

 The
Company reports its financial results for the two reportable
segments: (i) fashion and equipment e-commerce platform, and (ii) SaaS based innovative artificial intelligence driven measurement
solutions. The Company chief executive officer who is the Chief Operating Decision Maker ("CODM") reviews, accompanied
by disaggregated information about revenues and contributed profit by the two identified reportable segments. 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.

 The Company operating segments are the same as its reportable segments.

 The
C ODM reviews total operating expenses and consolidated
net loss to assess performance, forecast future financial results and allocate resources. In assessing the Company's financial
performance and making strategic decisions, the C ODM
regularly reviews segment loss and operating expenses by function. This includes a review of budget versus actual expenses and cost of
goods, sales and marketing salaries and other segment expenses. For the fashion and equipment e-commerce platform operating segment
the CODM also reviews gross profit and Amazon fees. For the SaaS Solutions operating segment, the CODM also reviews research and development
expenses.

 Revenue,
costs of goods and other costs and expenses are generally directly attributed to the segments. These expenses include research
and development related expenses, costs of Amazon fees, cost of goods, and legal-related costs. Indirect costs are allocated to segments
based on a reasonable allocation methodology, when such costs are significant to the performance measures of the operating segments.
Indirect operating expenses, such as insurance, legal and audit services, mostly allocated based on revenues, most of which is allocated
to the fashion and equipment e-commerce platform segment.

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

OF REPORTABLE OPERATING SEGMENTS

 and equipment

 SaaS
 Solutions

 Total

 As
 of the year ended December 31, 2024

 from external customers

 7,528

 8,257

 Cost of revenues

 ( 4,866
)

 ( 68
)

 ( 4,934
)

 Research and development expenses

 -

 ( 429
)

 ( 429
)

 Amazon fees

 ( 2,094
)

 -

 ( 2,094
)

 Sales and marketing Salaries

 ( 137
)

 ( 415
)

 ( 552
)

 Impairment of goodwill

 -

 ( 631
)

 ( 631
)

 Other Segment Items (*)

 ( 2,493
)

 ( 1,068
)

 ( 3,561
)

 Segment loss

 ( 2,062
)

 ( 1,882
)

 ( 3,944
)

 Reconciliation of Profit or Loss

 Financial income (expense), net

 ( 51
)

 Loss before income taxes

)

 Significant
 non-cash items:

 (**)

 ( 109
)

 ( 185
)

 ( 294
)

 Other Income ( ***)

 -

 of goodwill (**)

 -

 ( 631
)

 ( 631
)

 Share based payments

 ( 256
)

 ( 134
)

 ( 390
)

 (*)

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

 (**)

 See Note 7.

 (***)

 See Note 2 0.

 and equipment

 Saas
 Solution

 As
 of December 31, 2024:

 Assets

 8,066

 1,993

 and equipment

 SaaS
 Solutions

 Total

 As
 of the year ended December 31, 2023

 from external customers

 6,367

 6,996

 Cost of revenues

 ( 4,203
)

 ( 62
)

 ( 4,265
)

 Research and development expenses

 -

 ( 974
)

 ( 974
)

 Amazon fees

 ( 1,858
)

 -

 ( 1,858
)

 Sales and marketing Salaries

 ( 133
)

 ( 744
)

 ( 877
)

 Impairment of goodwill

 -

 ( 671
)

 ( 671
)

 Other Segment Items (*)

 ( 3,529
)

 ( 1,563
)

 ( 5,092
)

 Segment loss

 ( 3,356
)

 ( 3,385
)

 ( 6,741
)

 Reconciliation of Profit or Loss

income (expense), net

 Equity loss of equity method investees

 ( 71
)

 Loss before income taxes

 ( 6,713
)

 Significant
 non-cash items:

 (**)

 ( 111
)

 ( 191
)

 ( 302
)

 of goodwill (**)

 -

 ( 671
)

 ( 671
)

 Share based payments

 ( 234
)

 ( 219
)

 ( 453
)

 (*)

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

 (* *)

 See Note 7.

 and equipment

 Saas
 Solution

 As
 of December 31, 2023:

 Assets

 6,352

 2,639

 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

 2024

 2023

 Year
 ended

 31,

 2024

 2023

 Israel

 Spain

 1,609

 Other

 -

 Total Assets

 2,351

 For
the year ended December 31, 2024, 91.64 % 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.

 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.

 F- 29

 MY

 NOTES

 U.S.

 NOTE
17 - SALES AND MARKETING

OF SALES AND MARKETING

 2024

 2023

 Year ended

 31,

 2024

 2023

 Salaries

 Consultants and subcontractors

 Marketing

 Selling fees

 2,094

 1,858

 Cash and equity liability expenses related
to Orgad acquisition

 Share based payments for consultants and employees

 Travel

 Other

 Sales and marketing expenses

 3,114

 3,856

 NOTE
18 - GENERAL AND ADMINISTRATIVE EXPENSES

OF GENERAL AND ADMINISTRATIVE EXPENSES

 2024

 2023

 Year
 ended

 31,

 2024

 2023

 Salaries

 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

 3,368

 3,971

 (*)

 See
 Note 16.

 NOTE
19 - FINANCIAL INCOME (EXPENSE), NET

OF FINANCIAL INCOME (EXPENSES), NET

 A.

 income

 Year
 ended

 31,

 2024

 2023

 Exchange
 rate differences

 -

 Other

 Total
 Financial income

 F- 30

 MY

 NOTES

 U.S.

 NOTE
19 - FINANCIAL INCOME (EXPENSE), NET (Cont.)

 B.

 expense

 Year
 ended

 31,

 2024

 2023

 Exchange
 rate differences

 -

 Revaluation
 of loan granted

 -

 -

 Revaluation
 investment in marketable securities

 -

 Other

 Total
 Financial expense

 NOTE
20 – SIGNIFICANT EVENTS DURING THE REPORTING PERIOD

 a.

 On February 7,
 2022, the Company acquired 100 %
 of the shares and voting interests in Orgad an omnichannel e-commerce platform. The Company agreed to pay to the former owners of
 Orgad cash consideration of $ 300
 and issuance of shares of common stock.

 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 of the transaction
 pursuant to which the Company acquired 100 %
 of the shares and voting interests in Orgad, $ 350
 in each of these years, provided that in the case of the second and third instalments certain revenue targets are met and subject
 further to certain downward post-closing adjustment. In February 2024, the amount of $ 700
 was fully paid to the former owners of Orgad net of a settlement amount of $ 275
 which was recorded as other income.

 Towards the end of 2023, the Company negotiated with the sellers to reduce the amounts owed to them, based on the fact that the actual
working capital was different from that reflected in the financial statements attached to the contract. The gaps were mainly from provision
for customer returns and value of the inventory. In a settlement agreement between the parties signed on February 2024, it was determined
that the sellers would waive an amount of $ 275.

 b.

 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) (the "Rule") for continued listing on the Nasdaq.
 The Notification Letter provided that the Company had 180 calendar days, or until May 1, 2024, to regain compliance with the Rule.
 To regain compliance, the bid price of the Company's common stock must have had a closing bid price of at least $1.00 per share
 for a minimum of 10 consecutive business days. On May 7, 2024, the Company received a letter from Nasdaq that, for the 10 consecutive
 business days from April 23, 2024 to May 6, 2024, the closing bid price of the Company's common stock had been at $1.00 per
 share or greater. Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2) and Nasdaq considers the prior
 bid price deficiency matter now closed.

 NOTE
21 - EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE

 On January 21,
2025, the Company entered into an At The Market Offering Agreement (the "Offering Agreement"), with H.C. Wainwright & Co., LLC, pursuant to which the
Company may offer and sell, from time to time through Wainwright shares of the Company's common stock having an aggregate
offering price of up to $ 4.1
million.

 The Company is not obligated to make any sales
of the shares under the Offering Agreement. The offering of shares pursuant to the Offering Agreement will terminate upon the earliest
of (a) the sale of all of the shares subject to the Offering Agreement and (b) the termination of the Offering Agreement by Wainwright
or the Company, as permitted therein.

 The Company agreed to pay to Wainwright a cash commission of 3 % of the gross sales price of any Common Stock sold under
the Offering Agreement and has agreed to provide.

 As of March 10, 2025, the Company
sold 60,589
shares pursuant to the Offering Agreement for aggregate gross proceeds of approximately $ 142.

 F- 31

 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, 2024. 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, 2024. 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, 2024, 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.

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

the quarter ended December 31, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1
trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (in each case, as defined in Item 408 of Regulation
S-K) except as set forth below:

 On
 December 26, 2024, Ronen Luzon, our Chief Executive Officer, terminated a Rule 10b5-1 trading
 arrangement for the potential sale of up to 13,086 shares of common stock, none of which
 were sold. The arrangement was initially adopted on August 31, 2023.

 On
 December 26, 2024, Or Kles, our Chief Financial Officer, terminated a Rule 10b5-1 trading
 arrangement for the potential sale of up to 3,720 shares of common stock, none of which were
 sold. The arrangement was initially adopted on September 14, 2023.

 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

 Ronen
 Luzon

 Chief
 Executive Officer and Class III Director

 Or
 Kles

 Outgoing
 Chief Financial Officer

 Oren Elmaliah*

 Incoming Chief Financial Officer

 Billy
 Pardo

 Chief
 Operating Officer and Chief Product Officer

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

 Class
 II Director

 Roy
 Golan (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

 * Effective March 31, 2025, Mr. Kles resigned as Chief Financial Officer
and effective April 1, 2025, Mr. Elmaliah has been appointed Chief Financial Officer.

 **
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 and resigned effective March 31, 2025. 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.

 Oren Elmaliah, has served
as a member of our board of directors since May 2017 until March 2025. Effective April 1, 2025, Mr. Elmaliah has been appointed Chief
Financial Officer to replace Mr. Kles. 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.

 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.

 Roy Golan, has served as a member of our board of directors since March 2025. He acts
as a financial advisor since July 2024 and currently serves as a director of Neurosense Therapeutics Ltd. (NASDAQ: NRSN), a Nasdaq listed
company developing treatments for severe neurodegenerative diseases, since July 2024. Mr. Golan previously served as the Chief Financial
Officer of Ayala Pharmaceuticals, Inc. (OTCQX: ADXS), a clinical-stage oncology company, from its merger with BioSight Ltd., a private
pharmaceutical company developing innovative therapeutics for hematological malignancies and disorders, in October 2023 until June 2024.
From 2019 to 2023, Mr. Golan served as Executive VP and Chief Financial Officer of BioSight Ltd. From 2018 to 2019, Mr. Golan served as
President and Chief Financial Officer of Exalenz Bioscience Ltd. (TASE: EXEN), a Tel Aviv Stock Exchange listed global, commercial-stage
diagnostics company which developed its BreathID technology platform to improve patient care by providing breath-based tests in the
fields of gastroenterology and hepatology and was later acquired by Meridian Bioscience, Inc. (NASDAQ: VIVO). From 2015 to 2018, Mr. Golan
served as the Chief Financial Officer of NeuroDerm (NASDAQ: NDRM), a Nasdaq listed clinical-stage pharmaceutical company developing next-generation
drug-device combinations for central nervous system disorders, through its initial public offering until its acquisition by Mitsubishi
Tanabe Pharma Group Company, and prior thereto he served as their VP Finance. Mr. Golan holds an LLM from Bar Ilan University as well
as a BA from The College of Management in Rishon LeZion and is also a licensed CPA. We believe that Mr. Golan 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 his experience in business development in the technology and retail sectors.

 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 Roy Golan (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 term expiring at our 2027 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, Roy Golan, 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, Roy Golan and Arik Kaufman. Mr. Golan 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 Roy Golan 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.

Committee

 Our
compensation committee consists of Oron Branitzky, Roy Golan 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, Roy Golan 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.

 Clawback
Policy

 Our
Board of Directors has adopted a Policy for Recovery of Erroneously Awarded Compensation (the "Clawback Policy"), in accordance
with the Nasdaq listing standards and Exchange Act Rule 10D-1, which applies to our current and former executive officers. Under the
Clawback Policy, we are required to recoup the amount of any Erroneously Awarded Compensation (as defined in the Clawback Policy) on
a pre-tax basis within a specified lookback period in the event of any Financial Restatement (as defined in the Clawback Policy), subject
to limited impracticability exception.

 Policies
and Practices Related to the Grant of Certain Equity Awards

 From
time to time, we award stock options to our employees, including the named executive officers. We do not otherwise maintain any written
policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. It is
our practice to not grant any awards to our named executive officers when in possession of any material nonpublic information, and to
wait until such material nonpublic information has been fully disclosed, widely disseminated to the public and at least two full business
days has passed after such material nonpublic information has been disclosed.

 Insider
Trading Policy

 We
have adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors,
officers and certain other covered persons, and which is reasonably designed to promote compliance with applicable insider trading laws,
rules and regulations, and any listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to this
Annual Report on Form 10-K. In addition, with regard to any trading in our own securities, it is our policy to comply with the federal
securities laws and the applicable exchange listing requirements.

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 2024 Annual Meeting of Stockholders, filed with the SEC on November 4, 2024.

 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, 2024 and December
31, 2023.

 Name and Principal
 Position

 Year

 Salary

 ($) (1)

 Bonus

 ($)

 Stock

 Awards
 ($)

 Awards
 ($) (2)

 All
 Other
 ($)

 Total

 ($)

 2024

 204,000

 86,000

 78,000

 -

 83,000

 45 1,000

 Chief Executive Officer

 2023

 165,000

 -

 213,000

 -

 115,000

 493,000

 2024

 1 31,000

 38,000

 39,000

 -

 57,000

 265,000

 Chief Financial Officer

 2023

 116,000

 -

 51,000

 -

 65,000

 232,000

 Billy Pardo

 2024

 159,000

 -

 39,000

 -

 62,000

 2 60,000

 Chief Operating Officer

 2023

 128,000

 -

 51,000

 -

 91,000

 270,000

 (1)
Salary for the years 2024 and 2023 are based on average US$/NIS representative exchange rates of NIS 3.699 and NIS 3.687 respectively.

 (2)
Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2024 and 2023, 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, 2024 and Note 4 to our condensed consolidated interim financial statements for the quarterly
period ended September 30, 202 4.

 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

 ($)

 2024

 29,000

 30,000

 10,000

 83,000

 2023

 29,000

 28,000

 44,000

 115,000

 2024

 13,000

 19,000

 10,000

 15,000

 57,000

 2023

 19,000

 9,000

 23,000

 65,000

 Billy Pardo

 2024

 2 4,000

 12,000

 1 2,000

 62,000

 2023

 23,000

 12,000

 42,000

 91,000

 *
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 2024 and 2023 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. Effective July 1, 2024,
Mr. Luzon's monthly base salary was increased to NIS 60,5 00 from NIS 55,000 per month as his base salary and is 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. Effective July 1, 2024, Mr. Kles' monthly base salary was increased to NIS 41,800 from NIS 38,000
per month and is 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. Ms. Pardo receives
NIS 47,500 per month as her base salary and is 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).

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, 2024.

 Awards

 Stock
 Awards

 Name and Principal
 Position

 of
 Underlying
 Unexercised
 Exercisable

 of
 Underlying
 Unexercised
 Unexercisable

 Exercise
 Price

 Expiration
 Date

 Equity

 incentive
 plan awards:
 Number of
 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)

 -

 $
 8.72

 8/10/2025

 -

 -

 -

 -

 -

 -

 41,667
 (4)

 $
 177,917

 – Chief Financial Officer

 -

 -

 (2)

 -

 $
 8.72

 8/10/2025

 -

 -

 -

 -

 -

 -

 19,750
 (5)

 $
 84,333

 Billy
 Pardo- Chief Operating Officer

 (2)

 -

 $
 8.72
 (6)

 8/10/2025

 -

 -

 -

 -

 -

 -

 19,750
 (6)

 $
 84,333

 (1)
The option has a grant date of October 8, 2020, 200 options vested on November 26, 2020, 200 options vested on May 26, 2021, 200
options vested on November 26, 2021, and 200 options vested on May 26, 2022.

 (2)
The option has a grant date of October 8, 2020, 163 options vested on November 26, 2020, 163 options vested on May 26, 2021, 162
options vested on November 26, 2021, and 162 options vested on May 26, 2022.

 (3)
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 2,947 shares of common stock of the Company (with exercise
prices of $208 per share) to $8.72 per share, which was the closing price for the Company's common stock on July 13, 2023.

 (4)
Consists of (i) 12,500 restricted shares with a grant date of September 29, 2022 and vesting in three equal installments on January
1, 2023, January 1, 2024, and January 1, 2025, and (ii) 37,500 restricted shares with a grant date of February 14, 2024 and
vesting in three equal installments on January 1, 2025, January 1, 2026, and January 1, 2027.

 (5)
Consisting of (i) 3,000 restricted shares with a grant date of September 29, 2022 and vesting in three equal installments on January
1, 2023, January 1, 2024, and January 1, 2025, and (ii) 18,750 restricted share with a grant date of February 14, 2024 and
vesting in three equal installments on January 1, 2025, January 1, 2026, and January 1, 2027.

 (6)
Consisting of (i) 3,000 restricted shares with a grant date of September 29, 2022 and vesting in three equal installments on January
1, 2023, January 1, 2024, and January 1, 2025, and (ii) 18,750 restricted shares with a grant date of February 14, 2024 and
vesting in three equal installments on January 1, 2025, January 1, 2026, and January 1, 2027.

 The
following table sets forth compensation information for our non-employee directors for the year ended December 31, 2024.

 Name

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

 awards
 ($)(1)(2)

 Total

 ($)

 Oren Elmalih

 15,637

 8,773

 24,410

 Oron Barnitzky

 15,637

 8,773

 24,410

 Arik Kaufman

 14,995

 8,773

 23,768

 Guy Zimmerman

 13,961

 8,773

 22,734

 (1)

 Fees
 for the year 2024 are based on average US$/NIS representative exchange rates of NIS 3.699.

 (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, 2024.

 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.

 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 10, 2025 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:

 65,200
 (3)

 3.09
 %

 20,400
 (4)

 1.00
 %

 Billy Pardo

 65,200
 (5)

 3.09
 %

 Arik Kaufman

 2,650
 (6)

 *

 Oren Elmaliah**

 2,650
 (7)

 *

 Oron Branitzky

 2,650
 (8)

 *

 Guy Zimmerman

 2,500
 (9)

 *
 %

 Roy Golan

 -

 -

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

 96,050

 4.55
 %

 *

 Less
 than 1%

 **

 On March 7, 2025, Oren Elmaliah resigned as a member of the board of directors.
Effective April 1, 2025, we appointed Mr. Elmaliah as Chief Financial Officer who is replacing Mr. Kles who resigned effective March 31,
2025. Mr. Elmaliah has nevertheless been included in the table above.

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

 (2)
The calculation in this column is based upon 2,110,748 shares of common stock outstanding on March 10, 2025. 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 10, 2025 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) 50,000 shares of restricted stock granted under the 2017 Plan, (ii) options to purchase up to 800 shares of our common
stock, (iii) 21,750 shares of restricted stock granted to Billy Pardo, Ronen Luzon's spouse under the 2017 Plan, and (iv)
options to purchase up to 400 shares of our common stock which are held by Ms. Pardo. Mr. Luzon may be deemed to beneficially hold
the securities of us held by Ms. Pardo.

 (4)
Consists of (i) 21,750 shares of restricted stock granted under the 2017 Plan, and (ii) an option to purchase 400 shares of our common
stock. Does not include an aggregate of 14,970 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) 21,750 shares of restricted stock granted under the 2017 Plan, (ii) options to purchase up to 400 shares of our common
stock, (iii) 50,000 shares of restricted stock which are held by Ronen Luzon, Billy Pardo's spouse, and (iv) options to purchase
up to 800 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.

 (6)
Consists of options to purchase up to 150 shares of our common stock and 2,500 shares of restricted stock.

 (7)
Consists of options to purchase up to 150 shares of our common stock and 2,500 shares of restricted stock.

 (8)
Consists of options to purchase up to 150 shares of our common stock and 2,500 shares of restricted stock.

 (9)
Consists of 2,500 shares of restricted stock.

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 667 shares of common stock
under the plan and the 2017 Consultant Equity Incentive Plan initially authorized the issuance of up to 1,000 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 1,000 to 1,5 00. 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 667 to 1,000 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 1,5 00 to 2,334.

 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 17,530 of our common stock (with exercise prices ranging between $3,630 and $1,830) to $208.0 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
1,000 to 7,250 shares, and a decrease of the numbers of shares available for issuance under the 2017 Consultant Incentive Plan to 1,084
shares from 2,334 shares.

 On
December 30, 2021, our stockholders approved an increase in the shares available for issuance under the 2017 Equity Incentive Plan from
7,250 shares to 28,850 shares.

 On
December 7, 2022, our stockholders approved an increase in the shares available for issuance under the 2017 Equity Plan from 28,850
shares to 36,125 shares.

 On
December 27, 2023, our stockholders approved an increase in the shares available for issuance under the 2017 Equity Plan from 36,125
shares to 130,000 shares.

 The
following table summarizes information about our equity compensation plans and individual compensation arrangements as of December 31,
2024.

 of
 securities
 to be issued
 upon exercise of
 outstanding options,

 warrants and rights
 (a)

 Weighted-

 average exercise
 price of
 outstanding
 options,
 warrants and

 rights
 (b)

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

 Equity compensation plans approved
 by security holders

 14,538

 $
 9.12

 8,769

 Equity compensation plans
 not approved by security holders

 -

 -

 -

 Total

 14,538

 9.12

 8,769

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

years ended December 31, 2024 and 2023, 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.

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
Acquisition

 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. 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
payment of the earn out is 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.

 Services Agreement

 In connection with Oren Elmaliah's appointment as Chief Financial
Officer effective April 1, 2025, we entered into an agreement with Accounting Team Ltd., an entity 100% owned by Mr. Elmaliah pursuant
to which it was engaged to provide bookkeeping, controller and CFO services (the "Services"), effective from March 1, 2025.
Under the agreement, the Company agreed to pay Accounting Team a monthly fee of NIS 40,000 (approximately $11,000) for the provision of the Services.

 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 2024 and 2023. The following are Somekh Chaikin's fees for professional services in each of the respective
fiscal years:

 Fee
 Category

 2024

 2023

 Audit Fees

 $
 244,196

 $
 205,005

 Tax Fees

 $
 25,959

 $
 33,166

 Audit-related Fees

 -

 -

 Total
 Fees

 $
 270,155

 $
 238,171

 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, 2024 and
December 31, 2023 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

 Exhibit

 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)

 3.9

 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 April 15, 2024)

 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 4.4 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 (incorporated by
 reference to Exhibit 10.31 to the Company's Report on Form 10-K filed with the SEC on April 1, 2024)

 10.32

 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 May 16, 2024)

 10.33

 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 May
 16, 2024)

 10.34

 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 May 16, 2024)

 10.35

 At
 the Market Offering Agreement dated January 21, 2025 between the Company and H.C. Wainwright & Co., LLC (incorporated by reference
 to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 21, 2025)

 19.1*

 Insider Trading Policy

 21.1

 List
 of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company's Report on Form 10-K filed with the SEC on April
 1, 2024)

 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 (incorporated by reference to Exhibit 97.1 to the Company's Report on Form 10-K filed with the SEC on April 1, 2024)

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 Cover

 *

 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 27th day of March, 2025.

 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

 March

 Ronen
 Luzon

 (Principle
 Executive Officer)

 /s/

 Chief
 Financial Officer

 March

 Or
 Kles

 (Principal
 Financial and Accounting Officer)

 /s/
 Roy Golan

 March

 Roy Golan

 /s/
 Arik Kaufman

 March

 Arik
 Kaufman

 /s/
 Oron Branitzky

 March

 Oron
 Branitzky

 /s/
 Guy Zimmerman

 March

 Guy
 Zimmerman