General

6 Months Ended

Jun. 30, 2026

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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 €40 (approximately $45) cash payment and the assumption of certain customers, social security and debt liabilities. The Acquisition was financed through existing cash reserves and does not involve the issuance of additional shares or debt.

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 100% 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 $150 and (ii) issued 241,093 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 $338. In addition, pursuant to the Purchase Agreement, the Company issued to a key employee of ShoeSizeMe a warrant to purchase up to 28,000 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 $72,956. The Company’s management expects to continue generating losses and negative cash flows for the foreseeable future. Based on projected cash flows and balances as of June 30, 2026, management believes existing cash will be sufficient to fund operations for less than 12 months, creating substantial doubt about the Company’s ability to continue as a going concern. 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. If the Company fails to successfully commercialize its products or secure sufficient financing, it may be forced to cease operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Furthermore, on March 2, 2026, the Company received a formal deficiency notice letter from The Nasdaq Stock Market indicating that the Company is in violation of Nasdaq Listing Rule 5550(a)(2), as the closing bid price of our common stock fell below the minimum $1.00 per share threshold for 30 consecutive trading days. While the Company has been granted an initial compliance period until August 31, 2026, to regain compliance—which the Company is attempting to remedy via a Board-approved 1-for-8 reverse stock split—there is no guarantee it will meet Nasdaq’s continued listing standards. If the Company is delisted and ceases to be a publicly traded company, its ability to raise operational liquidity will be severely impaired, and it may be entirely unable to raise necessary funds through public capital markets. In addition, Nasdaq adopted a new continued listing rule requiring listed companies to maintain a minimum Market Value of Listed Securities (MVLS) of at least $5,000. 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 remains uncertain. If the rule goes into effect and the Company’s MVLS drops and remains below this $5,000 threshold for 30 consecutive business days, the Company will be subject to an immediate Staff Delisting Determination with no customary cure or compliance period. If the Company is delisted and ceases to be a publicly traded company, the Company’s ability to raise operational liquidity will be severely impaired, and it may be entirely unable to raise necessary funds through public capital markets

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.

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 $4.1 million. The Company 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, the Company sold 344,047 shares (after giving effect to the reverse stock split, see also Note 1(c)) pursuant to the Offering Agreement for aggregate gross proceeds of approximately $3,903.

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 1-for-8 reverse stock split, which became effective on August 12, 2026 with the shares beginning trading on a post-split basis on the Nasdaq Capital Market on August 13, 2026. All share and per share amounts for common stock, stock options and loss per share amounts have been adjusted to give retroactive effect to the reverse stock split for all periods presented in these financial statements.

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.

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)