UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
For
the quarterly period ended
For the transition period from ______ to _______
Commission
File No.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (I.R.S. Employer | |
| of incorporation or organization) | I.D. No.) |
(Address of principal executive offices)
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: as of August 13, 2026, shares of common stock, par value $ per share were issued and outstanding.
MY SIZE, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2026
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
My Size, Inc. and Subsidiaries
Condensed Consolidated
Interim
Financial Statements
As of June 30, 2026
(unaudited)
U.S. Dollars in Thousands
| 1 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Interim Financial Statements as of June 30, 2026 (Unaudited)
| 2 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Interim Balance Sheets (Unaudited)
U.S. dollars in thousands (except share data and per share data)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Inventory | ||||||||
| Account receivables | ||||||||
| Other receivables and prepaid expenses | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating right-of-use asset | ||||||||
| Intangible assets | ||||||||
| Goodwill | ||||||||
| Investment in marketable securities | ||||||||
| Other non-current asset | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Bank overdraft | ||||||||
| Operating lease liability | ||||||||
| Short-term loans | ||||||||
| Trade payables | ||||||||
| Liabilities to related parties | ||||||||
| Seller payables | ||||||||
| Other payables | ||||||||
| Total current liabilities | ||||||||
| Long-term loans | ||||||||
| Operating lease liability | ||||||||
| Total non-current liabilities | ||||||||
| Commitments and contingent | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity: | ||||||||
| Stock Capital - | ||||||||
| Common stock of $ par value - Authorized: shares; Issued and outstanding: and as of June 30, 2026 and December 31, 2025, respectively* | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | ||||||||
| * |
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
| 3 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited)
U.S. dollars in thousands (except share data and per share data)
| Six-Months Ended | Three-Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | ||||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Research and development | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Sales and marketing | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Impairment of goodwill | ( | ) | ( | ) | ||||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Financial income (expenses), net | ( | ) | ( | ) | ||||||||||||
| Loss before taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Foreign currency translation differences | ( | ) | ( | ) | ||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Basic and diluted loss per share* | ) | ) | ) | ) | ||||||||||||
| Basic and diluted weighted average number of shares outstanding* | ||||||||||||||||
| * |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| 4 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity (Unaudited)
U.S. dollars in thousands (except share data and per share data)
| Accumulated | ||||||||||||||||||||||||
| Additional | other | Total | ||||||||||||||||||||||
| Common stock*** | paid-in | comprehensive | Accumulated | stockholders’ | ||||||||||||||||||||
| Number | Amount | capital | loss | deficit | equity | |||||||||||||||||||
| Balance as of January 1, 2026 | ( | ) | ( | ) | ||||||||||||||||||||
| Stock-based compensation related to options granted to employees and consultants | ||||||||||||||||||||||||
| Issuance of shares pursuant to At The Market
Offering Agreement - net of $ | * | |||||||||||||||||||||||
| Total comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2026 | ( | ) | ( | ) | ||||||||||||||||||||
| (*) | |
| (**) | |
| (***) |
| Accumulated | ||||||||||||||||||||||||
| Additional | other | Total | ||||||||||||||||||||||
| Common stock*** | paid-in | comprehensive | Accumulated | stockholders’ | ||||||||||||||||||||
| Number | Amount | capital | loss | deficit | equity | |||||||||||||||||||
| Balance as of January 1, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| Stock-based compensation related to options granted to employees and consultants | * | |||||||||||||||||||||||
| Issuance of shares pursuant to At The Market
Offering Agreement - net of $ | * | |||||||||||||||||||||||
| Total comprehensive loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Balance as of June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| (*) | |
| (**) | |
| (***) |
| Accumulated | ||||||||||||||||||||||||
| Additional | other | Total | ||||||||||||||||||||||
| Common stock* | paid-in | comprehensive | Accumulated | stockholders’ | ||||||||||||||||||||
| Number | Amount | capital | loss | deficit | equity | |||||||||||||||||||
| Balance as of April 1, 2026 | ( | ) | ( | ) | ||||||||||||||||||||
| Stock-based compensation related to options granted to employees and consultants | ||||||||||||||||||||||||
| Total comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2026 | ( | ) | ( | ) | ||||||||||||||||||||
| (*) |
| Accumulated | ||||||||||||||||||||||||
| Additional | other | Total | ||||||||||||||||||||||
| Common stock*** | paid-in | comprehensive | Accumulated | stockholders’ | ||||||||||||||||||||
| Number | Amount | capital | loss | deficit | equity | |||||||||||||||||||
| Balance as of April 1, 2025 | ( | ) | ( | ) | | |||||||||||||||||||
| Stock-based compensation related to options granted to employees and consultants | ||||||||||||||||||||||||
| Issuance of shares pursuant to At The Market
Offering Agreement - net of $ | * | |||||||||||||||||||||||
| Total comprehensive loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Balance as of June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| (*) | |
| (**) | |
| (***) |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| 5 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Interim Statements of Cash Flows (Unaudited)
U.S. dollars in thousands
Six-Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Change in operating lease right-of-use asset | ||||||||
| Amortization of intangible assets | ||||||||
| Impairment of goodwill | ||||||||
| Change in liabilities to related parties | ( | ) | ||||||
| Interest earned | ( | ) | ||||||
| Interest on long-term liabilities | ||||||||
| Interest paid | ( | ) | ( | ) | ||||
| Revaluation of investment in marketable securities | ( | ) | ||||||
| Stock based compensation | ||||||||
| Change in inventory | ( | ) | ||||||
| Change in accounts receivable | ( | ) | ||||||
| Changes in operating lease liabilities | ( | ) | ( | ) | ||||
| Change in other receivables and prepaid expenses | ||||||||
| Change in trade payables | ( | ) | ( | ) | ||||
| Change in other payables | ( | ) | ||||||
| Change in Seller payables | ( | ) | ( | ) | ||||
| Change in Other Current Liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Purchase of Percentil | ( | ) | ||||||
| Proceeds from short-term deposits | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of shares, net of issuance costs | ||||||||
| Repayment of loans | ( | ) | ||||||
| Proceeds from loan | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate fluctuations on cash and cash equivalents | ( | ) | ( | ) | ||||
| Decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at the beginning of the period | ||||||||
| Cash and cash equivalents at the end of the period | ||||||||
| Cash and Cash Equivalents | ||||||||
| Restricted cash | ||||||||
| Cash, Cash Equivalents and Restricted Cash at end of the period | ||||||||
| Supplemental disclosure of Cash Flow Information: | ||||||||
| Cash paid for interest | ||||||||
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| 6 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S. dollars in thousands (except share data and per share data)
Note 1 - General
| a. | My Size, Inc. (the “Company”) 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 acquisitions of Naiz Fit Bespoke Technologies, S.L (“Naiz” or “Naiz Fit’) in October 2022 and ShoeSize.Me AG (“ShoeSizeMe”) in September 2025, 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.
Following the formation of a new subsidiary, New Percentil S.L. (“New Percentil”), and acquisition of a new business unit in May 2025, the Company also operates a resale platform that enables consumers to buy and sell primarily secondhand apparel.
The Company has nine subsidiaries. My Size Israel 2014 Ltd. (“My Size Israel”), Topspin Medical (Israel) Ltd., Orgad and Rotrade Ltd., are all incorporated in Israel, My Size LLC, is incorporated in the Russian Federation, there are two limited liability companies incorporated under the laws of Spain namely Naiz Fit and New Percentil, and ShoeSizeMe, which is incorporated in Switzerland. On July 21, 2025, the Company established Ten Peacks Ltd. (“Ten Peacks”), which is incorporated in Israel and is a wholly-owned subsidiary of My Size Israel, that focuses on marketing and distribution of global apparel and shoes brands in Israel. 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.
On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.
On May 9, 2025, a newly-formed, wholly-owned subsidiary of the Company, New Percentil entered into a production unit transfer agreement with Casi Nuevo Kids, S.L., a limited liability company incorporated under the laws of Spain (“Casi Nuevo”), pursuant to which New Percentil acquired (the “Acquisition”) a production unit of Casi Nuevo with a trade name of Percentil that was judicially awarded to the Company in April 2025 within the framework of insolvency proceedings of Casi Nuevo filed with Commercial Court No. 13 of Madrid (Spain). The Acquisition was completed on May 9, 2025.
The
Company paid for the total transaction an amount of €
On September 8, 2025, the Company entered into a Share Sale and Purchase Agreement (the “Purchase Agreement”) with certain shareholders of ShoeSizeMe (the “Sellers”), who were the holders of % of the share capital of ShoeSizeMe, pursuant to which the Sellers sold to the Company all of the issued and outstanding shares of ShoeSizeMe. The acquisition of ShoeSizeMe closed on the same day. In consideration for the purchase of the shares of ShoeSizeMe and in accordance with the Purchase Agreement, the Company (i) paid a cash payment of $ and (ii) issued shares of the Company’s common stock. The fair value of the shares for the purchase price allocation was determined using the closing price on September 8, 2025 at $. In addition, pursuant to the Purchase Agreement, the Company issued to a key employee of ShoeSizeMe a warrant to purchase up to shares of the Company’s common stock. In connection with the acquisition of ShoeSizeMe, certain major shareholders of ShoeSizeMe entered into (i) a voting agreement with the Company and (ii) customary six-month lock up agreements with the Company.
| b. | Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $
Furthermore, on
March 2, 2026, the Company received a formal deficiency notice letter from
Management’s plans to mitigate this include continuing product commercialization, acquiring technology or intellectual property, and securing financing through equity sales, debt, or strategic partnerships. However, there is no guarantee that additional funds will be available on acceptable terms or at all.
The Company relies heavily on immediate external funding to support daily operations. Because of the Company’s constrained liquidity, it may currently be unable to fully service our outstanding debt obligations as they come due, presenting an imminent risk of default and significant financial distress in the near future If the Company fails to successfully commercialize its products or secure sufficient financing or properly manage its debt load, it may be forced to cease operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty |
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.
| 7 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S. dollars in thousands (except share data and per share data)
Note 1 - General (Cont.)
In January 2025, the Company
entered into an Offering Agreement with H.C. Wainwright & Co., LLC, as agent (“Wainwright”) pursuant to which it 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 $
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.
Stock split
| c. | Subsequent to the balance
sheet date, on July 21, 2026, the stockholders of the Company approved an amendment to the Company’s Amended and Restated
Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding common stock
at a ratio ranging from 1-for-2 to 1-for-30, with the exact ratio to be determined by the Company’s board of directors. The
board of directors subsequently approved a |
| c. | In late February 2026, Israel and the United States preemptively attacked Iran, in order to eliminate Iran’s nuclear and ballistic missile capabilities, and to target the Islamic fundamentalist regime governing Iran, which has threatened Israel’s existence. As part of this conflict, Iran launched missile attacks throughout Israel. This war followed similar conflicts in June 2025, and April 2024 and October 2024, during which Iran launched ballistic missile attacks against Israel, and Israel conducted strikes against Iranian military and nuclear infrastructure. The direct conflicts with Iran ran parallel to, and followed upon, a two-year war (from October 2023 until October 2025) during which Israel was attacked by Hamas and Hezbollah, terrorist groups sponsored by Iran operating out of the Gaza Strip and Lebanon, respectively. and declared war in response, which included ground operations in the Gaza Strip and southern Lebanon. Other Iranian sponsored terrorist organizations in the Middle East, including the Houthi terrorist group in Yemen, have also attacked Israel with various types of missiles and drones as part of these conflicts, and Israel has responded with air force attacks. By late April 2026, a series of fragile ceasefires were brokered to pause direct state-on-state hostilities, though the long-term stability and economic impact of these agreements remain uncertain as of the reporting date. On April 8, 2026, the United States and Iran agreed to a temporary ceasefire with the aim of reaching a permanent agreement and ending the war and on April 16, 2026, a cessation of hostilities was announced between Israel and Lebanon. However, the military operation in Lebanon against Hezbollah is still ongoing and the Iran ceasefire remains fragile, with reports of continued military operations by both sides. |
The security situation in Israel 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. For the time being there is an effect on shipping costs that marginally affects the Company.
On February 24, 2022, Russia invaded Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region. Following Russia’s actions, various countries, issued broad-ranging economic sanctions against Russia. Such sanctions included, among other things, a prohibition on doing business with certain Russian companies, officials and oligarchs; a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications (SWIFT) electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions.
The Company shut down its operation in Russia and is expected to close down its subsidiary, My Size LLC, but due to technical reasons it is expected to occur in the near future. Therefore, the impact from the current situation is very limited.
| 8 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S. dollars in thousands (except share data and per share data)
Note 2 - Significant Accounting Policies
| a. | Unaudited condensed consolidated financial statements: |
The accompanying unaudited condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements are comprised of the financial statements of the Company. In management’s opinion, the interim financial data presented includes all adjustments necessary for a fair presentation. All intercompany accounts and transactions have been eliminated. Operating results for the six months ended June 30, 2026 not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2026.
These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2025.
| b. | Significant Accounting Policies: |
The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements.
Note 3 – Financial Instruments
The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, other receivables, trade payables, accounts payable and short and long term loans approximate their fair value due to the short-term maturities of such instruments.
The Company holds share certificates My City Builders, Inc. (“MYCB”), formerly known as Diamante Minerals, Inc., a publicly traded company on the OTCQB.
Due to sales restrictions on the sale of the MYCB shares, the fair value of the shares was measured on the basis of the quoted market price for an otherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the sales restrictions and is therefore, ranked as Level 2 assets.
| June 30, 2026 | ||||||||||||
| Fair value hierarchy | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Financial assets | ||||||||||||
| Investment in marketable securities | ||||||||||||
| 9 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S. dollars in thousands (except share data and per share data)
Note 3 - Financial Instruments (Cont.)
| December 31, 2025 | ||||||||||||
| Fair value hierarchy | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Financial assets | ||||||||||||
| Investment in marketable securities (*) | ||||||||||||
| (*) |
The stock-based expense equity awards recognized in the financial statements for services received is related to Cost of Revenues, Research and Development, Sales and Marketing and General and Administrative expenses as shown in the following table:
| Six months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Stock-based compensation expense - Research and development | ||||||||
| Stock-based compensation expense - Sales and marketing | ||||||||
| Stock-based compensation expense - General and administrative | ||||||||
| Three months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Stock-based compensation expense - Research and development | ||||||||
| Stock-based compensation expense - Sales and marketing | ||||||||
| Stock-based compensation expense - General and administrative | ||||||||
| 10 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S. dollars in thousands (except share data and per share data)
Note 4 - Stock Based Compensation (Cont.)
Stock Option Plan for Employees:
The total number of shares of common stock which may be granted to directors, officers and employees under the Company’s 2017 Equity Incentive Plan is limited to shares.
During the six and three month periods ended June 30, 2026, the Company granted options. During such period, no options were exercised and no restricted stock or RSUs have been vested.
During the six and three month periods ended June 30, 2025, the Company did not grant any options, restricted stock and RSUs and no options were exercised.
The total stock option compensation expense for employees during the six and three month periods ended June 30, 2026 and 2025 was $, $, $ and $, respectively.
Note 5 - Contingencies and Commitments
In July 2024, the Company was
served with a legal complaint filed by Shimon Shukron in the Magistrate’s Court in Herzliya (the “Court”) for a
monetary award in an amount of NIS
| 11 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S. dollars in thousands (except share data and per share data)
Note 6 – Operating Segments
The
Company has the following
The CODM 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 CODM regularly reviews segment operational 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 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, are mostly allocated based on revenues, most of which is allocated to the Fashion e-commerce platform segment.
Information related to the operations of the Company’s reportable operating segments is set forth below:
| Fashion | ||||||||||||||||||||
| e-commerce | SaaS | Resale | ||||||||||||||||||
| platform | Solutions | Platform | Others | Total | ||||||||||||||||
| As of the six months ended June 30, 2026 | ||||||||||||||||||||
| Revenues from external customers | ||||||||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Amazon fees | ( | ) | ( | ) | ||||||||||||||||
| Sales and marketing salaries | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other Segment Items (*) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Segment loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Reconciliation of Profit or Loss | ||||||||||||||||||||
| Financial income, (expense) net | ( | ) | ||||||||||||||||||
| Loss before income taxes | ( | ) | ||||||||||||||||||
| Significant non-cash items: | ||||||||||||||||||||
| Amortization | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Share based payments | ( | ) | ( | ) | ( | ) | ||||||||||||||
| (*) |
| Fashion | ||||||||||||||||||||
| e-commerce | Saas | Resale | ||||||||||||||||||
| platform | Solution | Platform | Others | Total | ||||||||||||||||
| As of June 30, 2026: | ||||||||||||||||||||
| Assets | ||||||||||||||||||||
| Fashion and equipment e-commerce platform | SaaS Solutions | Resale Platform | Total | |||||||||||||
| As of the six months ended June 30, 2025 | ||||||||||||||||
| Revenues from external customers | ||||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Amazon fees | ( | ) | ( | ) | ||||||||||||
| Sales and marketing Salaries | ( | ) | ( | ) | ( | ) | ||||||||||
| Other Segment Items (*) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Segment loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Reconciliation of Profit or Loss | ||||||||||||||||
| Financial income,(expense) net | ||||||||||||||||
| Loss before income taxes | ( | ) | ||||||||||||||
| Significant non-cash items: | ||||||||||||||||
| Amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Share based payments | ( | ) | ( | ) | ( | ) | ||||||||||
| (*) |
| 12 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S. dollars in thousands (except share data and per share data)
| Fashion | ||||||||||||||||||||
| e-commerce | SaaS | Resale | ||||||||||||||||||
| platform | Solutions | Platform | Others | Total | ||||||||||||||||
| As of the three months ended June 30, 2026 | ||||||||||||||||||||
| Revenues from external customers | ||||||||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Amazon fees | ( | ) | ( | ) | ||||||||||||||||
| Sales and marketing salaries | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other Segment Items (*) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Segment loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Reconciliation of Profit or Loss | ||||||||||||||||||||
| Financial income, (expense) net | ( | ) | ||||||||||||||||||
| Loss before income taxes | ( | ) | ||||||||||||||||||
| Significant non-cash items: | ||||||||||||||||||||
| Amortization | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Share based payments | ( | ) | ( | ) | ( | ) | ||||||||||||||
| (*) |
| Fashion and equipment e-commerce platform | SaaS
Solutions | Resale Platform | Total | |||||||||||||
| As of the three months ended June 30, 2025 | ||||||||||||||||
| Revenues from external customers | ||||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Amazon fees | ( | ) | ( | ) | ||||||||||||
| Sales and marketing Salaries | ( | ) | ( | ) | ( | ) | ||||||||||
| Other Segment Items (*) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Segment loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Reconciliation of Profit or Loss | ||||||||||||||||
| Financial income, net | ||||||||||||||||
| Loss before income taxes | ( | ) | ||||||||||||||
| Significant non-cash items: | ||||||||||||||||
| Amortization | ( | ) | ( | ) | ( | ) | ||||||||||
| Share based payments | ( | ) | ( | ) | ( | ) | ||||||||||
| Fashion and equipment e-commerce platform | Saas Solution | Resale Platform | Others | Total | ||||||||||||||||
| As of December 31, 2025 | ||||||||||||||||||||
| Assets | ||||||||||||||||||||
| 13 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S. dollars in thousands (except share data and per share data)
Note 7 – Significant events during the reporting period.
| a. | On January 21, 2025, the Company entered into an At The
Market Offering Agreement (the “Offering Agreement”), with H.C. Wainwright & Co., LLC (“Wainwright”),
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 $ |
| b. | On
January 27 2026, the Company entered into a Capital Advance agreement with Payoneer Inc.
Under the terms of this arrangement, the Company received an upfront cash advancement of
$ |
Note 8 – Subsequent events after the reporting period
| a. | On July 21, 2026, the Company’s board of directors approved a 1-for-8 reverse stock split of the Company’s issued and outstanding common stock, which went into effect on August 12, 2026, with the shares beginning trading on a post-split basis on the Nasdaq Capital Market on August 13, 2026. Upon effectiveness, Fractional shares resulting from the reverse stock have not been issued. Instead, each stockholder was entitled to receive a cash payment in lieu of such fractional share. |
All
share and per-share amounts presented in the accompanying financial statements, including common shares outstanding, earnings (loss)
per share, and other applicable disclosures, have been retroactively adjusted to give effect to the
| b. | Subsequent
to June 30, 2026 and through the date hereof, the Company sold an aggregate of
shares (after giving effect to the reverse stock split, see
also Note 1(c)), pursuant to the Offering Agreement with Wainwright, for gross proceeds of approximately $ |
| c. | On August 5, 2026, the Company entered into an Equity Purchase Agreement with an investor, pursuant to which, subject
to the satisfaction of the conditions set forth therein, the Company has the right, but not the obligation, to sell to the investor, and
the investor is obligated to purchase, up to $ |
| 14 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis provides information that we believe to be relevant to an assessment and understanding of our results of operations and financial condition for the periods described. This discussion should be read together with our condensed consolidated interim financial statements and the notes to the financial statements, which are included in this Quarterly Report on Form 10-Q. This information should also be read in conjunction with the information contained in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission, or the SEC on April 15, 2026, or the Annual Report, including the consolidated annual financial statements as of December 31, 2025 and their accompanying notes included therein.
This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended or the Exchange Act. Any statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumed future results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future management and organizational structure are all forward-looking statements. Forward-looking statements are not guarantees of performance. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement.
Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this Quarterly Report on Form 10-Q. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include but are not limited to:
| ● | our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all; |
| ● | risks related to our ability to continue as a going concern; | |
| ● | our ability to remain listed on Nasdaq; |
| ● | 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, Naiz, the Percentil production unit and ShoeSize.Me; |
| ● | 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 |
| ● | changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements and the impact of such policies on us, our customers and suppliers, and the global economic environment; and |
| ● | the impact of the political and security situation in Israel on our business. |
| 15 |
The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking statements. You should read this Quarterly Report on Form 10-Q and the documents that we reference herein and have filed as exhibits to the Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this Quarterly Report on Form 10-Q is accurate as of the date hereof. Because the risk factors referred to on page 18 of our Annual Report, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this Quarterly Report on Form 10-Q, and particularly our forward-looking statements, by these cautionary statements.
Unless the context otherwise requires, all references to “we,” “us,” “our” or “the Company” in this Quarterly Report on Form 10-Q are to MySize, Inc., a Delaware corporation, and its subsidiaries, including MySize Israel 2014 Ltd. My Size LLC, Orgad International Marketing Ltd., or Orgad, Naiz Bespoke Technologies, S.L, or Naiz Fit, New Percentil S.L. or “New Percentil, ShoeSize.Me AG o r ShoeSizeMe and Ten Peacks Ltd. Or Ten Peacks taken as a whole.
References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwise indicated, U.S. dollar translations of NIS amounts presented in this Quarterly Report on Form 10-Q for six months ended on June 30, 2026 are translated using the rate of NIS 2.978 to $1.00.
All information in this Quarterly Report on Form 10-Q relating to shares or price per share reflects the 1-for-8 reverse stock split effected by us on August 12, 2026 with the shares beginning trading on a post-split basis on the Nasdaq Capital Market on August 13, 2026.
Overview
We are a fashion technology company operating an integrated portfolio of businesses designed to address the most pressing challenges facing fashion brands and retailers today—size and fit accuracy, excess inventory management, circular economy solutions, and international market distribution. Through our subsidiaries, we provide end-to-end support across the fashion value chain: Naiz Fit, our technology subsidiary, delivers AI-driven size and fit solutions for fashion e-commerce companies, and includes ShoeSize.Me, a European AI-powered footwear sizing solution we acquired in September 2025; Orgad, an online retailer and technology-enabled consumer products company operating principally as a third-party seller on Amazon; Percentil, a managed second-hand fashion recommerce platform operating across Southern and Central Europe; and Ten Peacks Ltd., a distribution subsidiary focused on marketing and distributing global apparel and footwear brands in Israel.
Our strategy is to build an integrated fashion platform—the infrastructure layer that enables fashion brands to address four critical pain points simultaneously: size and fit challenges that drive returns and suppress conversion rates; overstocked and unsold inventory that erodes margins; sustainability obligations that increasingly require brands to offer circular economy solutions; and international growth ambitions that require local distribution expertise and relationships.
We believe this integrated approach is differentiated in the market. Unlike point solutions that address a single problem, our platform is designed to allow brands to work with one group-level partner across technology, commerce, circularity, and distribution—each business unit reinforcing the others through shared data, commercial relationships, and infrastructure.
Macroeconomic and Geopolitical Environment
Because we operate globally, our business is subject to the effects of economic downturns or recessions in the regions in which we do business, volatility in foreign currency exchange rates relative to the U.S. dollar, inflation, changing interest rates, expanded trade control laws and regulations, imposition of new or higher tariffs and geopolitical conflicts.
In addition, U.S. President Trump has made a series of announcements regarding the imposition of new and higher U.S. tariffs on imports from many countries. In response, certain countries, as well as the European Union, have announced retaliatory tariffs on imports of U.S. goods and other countermeasures. We are monitoring these actions, including any pauses, escalations, exemptions or removal of exemptions, with respect to the threatened or imposed tariffs, and will continue to assess their potential impact on our business either directly, such as on our hardware business, or due to downstream effects.
We also continuously monitor geopolitical conflicts around the world, including the ongoing conflict between Russia and Ukraine and conflicts in the Middle East, and assess their impact on our business. To date, these conflicts have not materially limited our ability to develop or support our products and have not had a material impact on our results of operations, financial condition, liquidity or cash flows.
While our business model provides some resilience against these factors, we will continue to monitor the direct and indirect impacts of these or similar circumstances on our business and financial results. For additional information on the potential impact of macroeconomic and geopolitical conditions on our business, see the “Risk Factors” section in our Annual Report.
| 16 |
Results of Operations
The table below provides our results of operations for the periods indicated.
| Six-Months Ended | Three-Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | 5,464 | 3,485 | 3,070 | 2,006 | ||||||||||||
| Cost of revenues | (3,551 | ) | (1,941 | ) | (2,097 | ) | (882 | ) | ||||||||
| Gross profit | 1,913 | 1,544 | 973 | 1,124 | ||||||||||||
| Research and development expenses | (614 | ) | (224 | ) | (375 | ) | (142 | ) | ||||||||
| Sales and marketing | (2,025 | ) | (1,087 | ) | (1,135 | ) | (520 | ) | ||||||||
| General and administrative | (2,402 | ) | (1,735 | ) | (1,185 | ) | (904 | ) | ||||||||
| Impairment of goodwill | - | (144 | ) | - | (144 | ) | ||||||||||
| Operating loss | (3,128 | ) | (1,646 | ) | (1,722 | ) | (586 | ) | ||||||||
| Financial income (expenses), net | (100 | ) | 136 | (30 | ) | 136 | ||||||||||
| Net loss | (3,228 | ) | (1,510 | ) | (1,752 | ) | (450 | ) | ||||||||
Six and Three Months Ended June 30, 2026 Compared to Six and Three Months Ended June 30, 2025
Revenues
Our revenues for the six months ended June 30, 2026 amounted to $5,464,000 compared to $3,485,000 for the six months ended June 30, 2025. The increase in the six months ended June 30, 2026 from the corresponding period is primarily attributable to an increase in fashion e-commerce platform as well as well as the inclusion of revenue generated by ShoeSizeMe and Ten Peacks in the consolidated report.
Our revenues for the three months ended June 30, 2026 amounted to $3,070,000 compared to $2,006,000 for the three months ended June 30, 2025. The increase in the three months ended June 30, 2025 from the corresponding period is primarily attributable to Amazon sales as well as inclusion of revenue generated by ShoeSizeMe and Ten Peacks in the consolidated report.
Cost of Revenues
Our cost of revenues expenses for the six months ended June 30, 2026 amounted to $3,551,000 compared to $1,941,000 for the six months ended June 30, 2025. The increase in comparison with the corresponding period was mainly due to increase in amounts sold in Orgad and Rotrade as well as the inclusion of ShoeSizeMe and Ten peacks in the consolidated report.
Our cost of revenues expenses for the three months ended June 30, 2026 amounted to $2,097,000 compared to $882,000 for the three months ended June 30, 2025. The increase is consistent with the increase in sales in addition to the inclusion of ShoeSizeMe and Ten Peacks in the consolidated report.
Research and Development Expenses
Our research and development expenses for the six months ended June 30, 2026 amounted to $614,000 compared to $224,000 for the six months ended June 30, 2025. The increase from the corresponding period was mainly due to an increase in salaries expenses due to increased headcount and an increase in subcontractor expenses to align with our strategy to invest heavily in innovation.
Our research and development expenses for the three months ended June 30, 2026 amounted to $375,000 compared to $142,000 for the three months ended June 30, 2025. The increase reflects continued investment in product development, AI capabilities and a larger engineering team supporting the expanded platform in Naiz Fit.
Sales and Marketing Expenses
Our sales and marketing expenses for the six months ended June 30, 2026 amounted to $2,025,000 compared to $1,087,000 for the six months ended June 30, 2025. The increase primarily resulted from an increase in Amazon fees due to the increase in sales in Orgad and Rotrade as well as the inclusion of Percentil sales and marketing expenses in the consolidated report.
Our sales and marketing expenses for the three months ended June 30, 2026 amounted to $1,135,000 compared to $520,000 for the three months ended June 30, 2025. The increase primarily resulted from an increase in Amazon fees due to the increase in sales in Orgad and Rotrade as well as the inclusion of Percentil sales and marketing expenses in the consolidated report.
| 17 |
General and Administrative Expenses
Our general and administrative expenses for the six months ended June 30, 2026 amounted to $2,402,000 compared to $1,735,000 for the six months ended June 30, 2025. The increase was attributable to the increased in consulting expenses for investor relations as well as the as the inclusion of ShoeSizeMe and Ten Peacks ‘ general and administrative expenses in the consolidated report.
Our general and administrative expenses for the three months ended June 30, 2026 amounted to $1,185,000 compared to $904,000 for the three months ended June 30, 2025. The increase was attributable to the inclusion of ShoeSizeMe and Ten Peacks ‘ general and administrative expenses in the consolidated report.
Operating Loss
As a result of the foregoing, for the six months ended June 30, 2026, our operating loss was $3,128,000 an increase of $1,482,000, or 90%, compared to our operating loss for the six months ended June 30, 2025 of $1,646,000
As a result of the foregoing, for the three months ended June 30, 2026, our operating loss was $1,722,000 an increase of $1,136,000, or 194%, compared to our operating loss for the three months ended June 30, 2025 of $586,000.
Financial Income (Expenses), Net
Our financial expense for the six months ended June 30, 2026 was $100,000 as compared to the financial income of $136,000 for the six months ended June 30, 2025.
Our financial expense for the three months ended June 30, 2026 was $30,000 as compared to the financial income reported for the three months ended June 30, 2025 of $136,000.
Net Loss
As a result of the foregoing, our net loss for the six months ended June 30, 2026 was $3,228,000, compared to net loss of $1,510,000 for the six months ended June 30, 2025. The increase in net loss was mainly due to the reasons mentioned above.
As a result of the foregoing, our net loss for the three months ended June 30, 2026 was $1,752,000 compared to net loss of $450,000 for the three months ended June 30, 2025. The increase in net loss was mainly due to the reasons mentioned above.
| 18 |
Liquidity and Capital Resources
Since our inception, we have funded our operations primarily through public and private offerings of debt and equity securities in the State of Israel and in the United States
As of June 30, 2026, we had cash, cash equivalents and restricted cash of $711,000 compared to $2,557,000 of cash, cash equivalents and restricted cash as of December 31, 2025. This decrease primarily resulted from payments that were made to suppliers, resources that were deployed to grow our businesses and payments.
In January 2025, we entered into an At The Market Offering Agreement, or the Offering Agreement with H.C. Wainwright & Co., LLC, as agent, or 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 344,047 shares pursuant to the Offering Agreement for aggregate gross proceeds of approximately $3.9 million.
On August 5, 2026, we entered into an Equity Purchase Agreement with an investor, pursuant to which, subject to the satisfaction of the conditions set forth therein, we have the right, but not the obligation, to sell to the investor, and the investor is obligated to purchase, up to $10.0 million of our common stock over a 36-month period. Purchases under the facility may be made from time to time at our discretion through the delivery of purchase notices, subject to certain conditions, limitations and the terms of the Equity Purchase Agreement. The purchase price for shares sold under the Equity Purchase Agreement will be determined pursuant to a formula based on the market price of our common stock during specified valuation periods. In consideration for the facility, we issued 269,229 shares of common stock to the investor as a commitment fee. In connection with the Equity Purchase Agreement, we filed a registration statement covering the resale of up to 3,252,404 shares of common stock, consisting of the 3,125,000 shares that may be sold under the facility and the 127,404 commitment shares.
Net cash used in operating activities amounted to $2,044,000 for the six months ended June 30, 2026, compared to $2,306,000 for the six months ended June 30, 2025. The reduction in operating cash outflows was primarily driven by favorable working capital movements, including reductions in inventory, accounts receivable, and other receivables and prepaid expenses. These positive changes were partially offset by the payment of outstanding trade payables and an increase in our net loss during the period.
Cash used in investing activities amounted to $47,000 for the six months ended June 30, 2026 compared to $54,000 cash used for the six months ended June 30, 2025. Investing cash outflows in both periods were primarily related to purchase of property and equipment, with the lower cash outflow for the six months ended June 30, 2026 reflecting reduced capital expenditures compared to the prior-year period.
Net cash provided by financing activities was $244,000 for the six months ended June 30, 2026, compared to $1,890,000 for the six months ended June 30, 2025. Cash provided by financing activities during the six months ended June 30, 2026 primarily consisted of $400,000 in loan proceeds and $190,000 of proceeds from the issuance of common shares under ATM, partially offset by $346,000 in loan repayments. The decrease in cash provided by financing activities compared to the prior-year period was primarily attributable to lower proceeds from financing transactions during the current period.
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 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 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 security situation in Israel, 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-raising 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.
| 19 |
Critical Accounting Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.
Our significant accounting policies were revenue from contracts with customers which are more fully described in the notes to our financial statements included herein. We believe these accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
Not required for a smaller reporting company.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, and the rules and regulations thereunder, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rule 13a-15(b) under the Exchange Act, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of June 30, 2026 were effective.
Our Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Changes in Internal Controls
During the most recent fiscal quarter, no change has occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 20 |
Part II – Other Information
Item 1. Legal Proceedings.
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Shimon Shukron
In July 2024, the Company was served with a legal complaint filed by Shimon Shukron in the Magistrate’s Court in Herzliya (the “Court”) for a monetary award in an amount of NIS 1,895,345 (approximately $636). 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 such preliminary stage, the plaintiff did not provide sufficient documents to support his claims regarding the extent of the alleged damage. In June 2025, the Court appointed a third-party appraiser to assess the damages. In August 2026, the Company and Shimon Shukron have entered into an agreement, pursuant to which the Company will pay NIS 425,000 in three monthly payments for all claims made (approximately $143), which agreement was approved by the Court. The total agreed amount has been accrued and recorded as current liabilities in the consolidated balance sheet as of June 30, 2026.
Item 1A. Risk Factors.
Except as set forth below in this Item 1A and the Risk Factors included in our previous filings made with the SEC, there have been no material changes to our risk factors from those disclosed in “Part I. Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2026.
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, that we maintain a minimum of $2,500,000 in shareholders’ equity and that our Market Value of Listed Securities (“MVLS”) not fall below $5.0 million for a period of 30 consecutive trading days, as further discussed below.
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 and employees and fewer business development opportunities.
On July 22, 2026, the SEC approved a new Nasdaq continued listing requirement applicable to companies listed on the Nasdaq Stock Market that would require listed companies to maintain a minimum MVLS of at least $5.0 million. Under the approved rule, if a company’s MVLS remains below $5.0 million for 30 consecutive business days, Nasdaq will issue a Staff Delisting Determination and immediately suspend trading in the company’s securities and commence delisting proceedings. Unlike many other Nasdaq continued listing standards, the rule does not provide a compliance or cure period before a delisting determination is issued. Although a company may appeal a delisting determination, the appeal generally does not stay the suspension of trading, and the company’s securities would generally trade on an over-the-counter market during the appeals process. In addition, any exception that may be granted by a Nasdaq Hearings Panel is limited. In particular, the Hearings Panel may grant an exception of up to 180 days only if the company demonstrates that it can satisfy Nasdaq’s applicable initial listing requirements, which are generally more stringent than Nasdaq’s continued listing standards. As a result, companies subject to a delisting determination under the MVLS rule may have fewer opportunities to regain compliance than under other Nasdaq continued listing requirements.
However, on July 29, 2026, the SEC notified Nasdaq that it had received notices of intention to petition for review of the approval order and, pursuant to Rule 431(e) of the SEC’s Rules of Practice, the effectiveness of the approval order was automatically stayed pending further review by the SEC. As a result, the ultimate implementation, timing and scope of the MVLS requirement remain uncertain. As of August 13, 2026, our MVLS was approximately $2.3 million, which is below the $5.0 million threshold contemplated by the rule. Accordingly, if the stay is lifted, the rule becomes effective and we are unable to satisfy the MVLS requirement, our securities would become subject to suspension and delisting from Nasdaq. Any such suspension or delisting could materially reduce the liquidity and market price of our common stock, impair our ability to raise additional capital, reduce investor interest in our securities and adversely affect our business, financial condition and prospects.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During
the quarter ended June 30, 2026, no director or officer of the Company
Item 6. Exhibits.
| * | Filed herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| My Size, Inc. | ||
| Date: August 13, 2026 | By: | /s/ Ronen Luzon |
| Ronen Luzon | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: August 13, 2026 | By: | /s/ Oren Elmaliah |
| Oren Elmaliah | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
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