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What changed in My Size, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of My Size, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+311 added−174 removedSource: 10-K (2026-04-15) vs 10-K (2025-03-27)

Top changes in My Size, Inc.'s 2025 10-K

311 paragraphs added · 174 removed · 100 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeTo 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.
Biggest changeOrgad has been operating as a third-party seller on Amazon.com since 2016 and was acquired by us in February 2022. To date, Orgad has generated substantially all of its revenue as a third-party seller on Amazon.com. Orgad manages more than 5,000 stock-keeping units, or SKUs, across product categories including footwear, apparel, and accessories.
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.
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. 15 Corporate History We were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc.
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. 12 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.
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.
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.
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 of 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.
Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others. 9 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.
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.
On July 25, 2016, our common stock began publicly trading on the Nasdaq Capital Market, or Nasdaq, under the symbol “MYSZ”. 13 On December 27, 2023 our shareholders approved a voluntary delisting of our common stock from trading on the TASE.
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.
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 would be March 27, 2024, and that the delisting of our common stock would take effect on March 31, 2024.
All of the shares of our common stock on the TASE were transferred to the Nasdaq.
All of the shares of our common stock previously traded on the TASE were transferred to Nasdaq. 16
Company Information 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 .
We consider our relations with our employees to be good. Company Information 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.
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.
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.
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.
Human Capital Management As of April 12, 2026, we had a total of 45 employees, all of whom were full-time employees, including 12 in sales and marketing, 8 in technology and development, and 25 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any work stoppage.
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.
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 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.
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.
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.
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. 14 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.
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.
We are monitoring the development of these regulatory frameworks and their implications for Percentil’s business. Competition We operate in a highly competitive industry characterized by constant change and innovation. Changes in the applications and programming languages used to develop applications, devices, operating systems, and the broader technology landscape result in evolving customer requirements across each of our business units.
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.
We also formed Ten Peacks in Israel in July 2025. 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.
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 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 provide competitive compensation and benefits programs to help meet the needs of our employees.
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.
In addition to salaries, these programs (which vary by country and employment classification) include incentive compensation plans, pension and insurance benefits, paid time off, and equity-based grants with vesting conditions intended to facilitate retention of key personnel. We believe that our future success will depend, in part, on our continued ability to attract, hire, and retain qualified personnel.
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.
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; in October 2022, we completed the acquisition of Naiz Fit; in May 2025, we acquired the Percentil production unit from Casi Nuevo Kids, S.L.; and in September 2025, we completed the acquisition of ShoeSize.Me.
Investment 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.
The market is projected to reach approximately $1.65 trillion by 2029. Fashion brands invested approximately 1.6% to 1.8% of revenues in technology in 2021, with technology investment expected to approximately double by 2030. Key investment priorities include personalization, AI-driven consumer engagement, size and fit accuracy, and sustainable commerce solutions.
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.
Orgad — Inventory Commerce & Overstock Management Orgad is a technology-enabled e-commerce retailer that uses machine learning and data analytics to identify, source, and sell fashion and footwear products on Amazon.com, where it has operated as a third-party seller since 2016.
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.
We believe we generally compete favorably with our competitors in each of our business segments. We expect competition to increase as established and emerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced.
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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.
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ITEM 1. BUSINESS 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.
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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.
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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.
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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.
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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.
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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.
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We believe this integrated approach is differentiated in the market.
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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.
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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. 2 Recent Developments Acquisition of Production Unit (Casi Nuevo Kids, S.L.) On May 9, 2025, we acquired, through our wholly-owned Spanish subsidiary New Percentil, a production unit of Casi Nuevo Kids, S.L., or Casi Nuevo, with a trade name of Percentil, or the Production Unit, that was judicially awarded to us in April 2025 within the framework of insolvency proceedings of Casi Nuevo filed with Commercial Court No. 13 of Madrid, Spain.
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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. 2 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.
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The acquisition was completed on the same day.
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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.
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The total purchase price for the acquisition was €610,806.81 (approximately $679,000), which consists of (i) €40,000 (approximately $44,500) paid by our wholly-owned subsidiary, Naiz Fit, (ii) €358,196 (approximately $398,000) for the assumption of certain liabilities owed by Casi Nuevo to its customers, (iii) €48,000 (approximately $53,500) for the assumption of certain debt and social security payments related to former employees of Casi Nuevo who have transferred to New Percentil in connection with the acquisition, or the Percentil Employees, and (iv) €164,610 (approximately $183,000) for the assumption of accrued labor liabilities related to the Percentil Employees.
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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.
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Formation of Ten Peacks On July 21, 2025, we established Ten Peacks, which was incorporated in Israel and is a wholly-owned subsidiary of our Israeli subsidiary, My Size Israel, that focuses on marketing and distribution of global apparel and shoes brands in Israel. We sold items to distributors in Israel during the last quarter of 2025.
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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.
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Acquisition of ShoeSize.Me On September 8, 2025, we entered into a share sale and purchase agreement, or the ShoeSize Purchase Agreement, with certain sellers, or the Sellers, who are the holders of 100% of the share capital of ShoeSize.Me, pursuant to which the Sellers agreed to sell us all of the issued and outstanding shares of ShoeSize.Me.
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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.
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The transaction was closed on the same day, or the ShoeSize Closing Date.
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Currently used by more than 100 international brands. 3 ● 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.
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In consideration for the purchase of the shares of ShoeSize.Me and in accordance with the ShoeSize Purchase Agreement, the Sellers received (i) a cash payment of $150,000 and (ii) 241,093 shares of our common stock having an aggregate value of $290,000, determined by dividing $290,000 by the average closing price of our common stock during the seven trading days immediately preceding the ShoeSize Closing Date.
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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.
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In addition, pursuant to the ShoeSize Purchase Agreement, we issued to a key employee of ShoeSize a warrant, or the ShoeSize Warrant, to purchase up to 28,000 shares of our common stock.
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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.
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The ShoeSize Warrant, which is subject to vesting upon satisfaction of certain service-based, financial performance and integration milestones, provides for a tiered exercise structure, with (i) 10,000 shares exercisable at $2.00 per share, (ii) 6,000 shares exercisable at $3.00 per share, (iii) 5,000 shares exercisable at $4.00 per share, (iv) 4,000 shares exercisable at $5.00 per share, and (v) 3,000 shares exercisable at $6.00 per share.
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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. 4 ● 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.
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Our Solutions We provide fashion brands and retailers with a comprehensive suite of technology solutions, commerce capabilities, and circular economy services organized around four interconnected business units. Each unit addresses a distinct challenge in the fashion industry value chain, and together they form a platform designed to support brands across sizing accuracy, inventory efficiency, circular sustainability, and international distribution.
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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.
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Naiz Fit — Size & Fit Technology Naiz Fit is our AI-driven size and fit technology platform, or the Naiz Fit Platform, serving as the technology backbone of the MySize group.
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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.
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The platform operates on a B2B SaaS model and is deployed by more than 100 fashion and footwear brands globally, including Levi’s, Desigual, Canali, Moschino, and Pepe Jeans, among others. 3 The Naiz Fit Platform is organized around four connected modules: an Ecommerce Hub (size recommendation, virtual try-on, and AI stylist tools); a Product Hub (fitting analysis and sizing consistency audits for design and merchandising teams); a Retail Hub (phygital sizing tools for physical stores, recognized with a Paris Retail Award); and a Strategy Hub (merchandising analytics, market benchmarking, and internationalization support).
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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.
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The platform integrates into client environments within four to six weeks and is compatible with all major e-commerce content management systems. The acquisition of ShoeSize.Me in September 2025 extended Naiz Fit’s coverage into footwear, a category with distinct sizing complexity.
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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.
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ShoeSize.Me operates a proprietary AI-powered footwear sizing engine with a database of over 92 million shopper experiences across more than 1.2 million shoe models and 6,400+ brands. Together, Naiz Fit and ShoeSize.Me offer an integrated size and fit solution covering both apparel and footwear.
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All the information is being gathered and stored on our servers where it can be used by retailers; ● Non-Invasive.
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Clients deploying our size recommendation tools have experienced average reductions in size-related returns of 15% to 40% and conversion rate improvements of two to eight times among shoppers who engage with the size recommendation widget.
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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. 5 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.
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Orgad manages more than 5,000 SKUs across footwear, apparel, and accessories, and substantially all of its revenue is generated through the Amazon marketplace. For fashion brands, Orgad addresses one of the industry’s most persistent and costly challenges: excess inventory.
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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.
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The fashion industry produces an estimated 2.5 to 5 billion items of excess stock annually, representing between $70 billion and $140 billion in unrealized revenue, according to research cited in the BoF-McKinsey State of Fashion 2025 report. Approximately 20% to 30% of all apparel inventory goes unsold each season.
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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.
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Orgad provides brands with a direct, scalable channel to liquidate end-of-season surplus and overstock on the world’s largest e-commerce marketplace, without the brand dilution risks of traditional discount channels.
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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.
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Orgad’s competitive advantage lies in its proprietary software systems, which process large volumes of sales and market data to optimize inventory sourcing and pricing in real time, and in its experienced operations team with expertise across listing, advertising, reconciliation, and fulfillment.
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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.
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Within the MySize group, Orgad also creates a natural commercial entry point: brands seeking to clear excess inventory through Orgad become natural candidates for Naiz Fit’s size and fit technology to reduce the returns and sizing errors that contribute to overstock creation in the first place.
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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.
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Percentil — Circular Economy & Recommerce Percentil, acquired through our wholly-owned Spanish subsidiary New Percentil in May 2025, is a managed recommerce platform founded in Spain in 2012 that gives pre-owned fashion a second life. Percentil operates across Spain, France, Germany, and Italy, with all operations managed from its office and warehouse in Madrid.
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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.
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Since founding, Percentil has received and classified over 12 million garments, sold more than 5 million items online, shipped over 600,000 orders, and built a registered user base of approximately 1 million consumers. Percentil addresses the sustainability and regulatory dimension of the fashion industry’s overstock and end-of-life challenge.
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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 .
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Under the EU Ecodesign for Sustainable Products Regulation, fashion brands operating in the EU are required to report on the management of unsold textiles from 2025 and will be prohibited from destroying unsold products from 2026. These obligations are creating structural demand for the kind of managed recommerce infrastructure that Percentil provides.
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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 .
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Percentil’s B2B Circular Solutions offering operates at three levels: consignment (picking up and reselling brand surplus or consumer returns through the Percentil platform, with a profit-sharing arrangement); logistics (providing Percentil’s software and operational infrastructure to power a brand’s own branded pre-owned store); and take-back store concierge (enabling brands to offer in-store or online clothing take-back services for their own customers).
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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.
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Percentil’s platform is connected to MySize’s technology capabilities, including the Naiz Fit size recommendation engine, which is a meaningful differentiator in second-hand commerce where garment size information is often incomplete. 4 Ten Peacks — International Brand Distribution Ten Peacks was incorporated in Israel in July 2025 as a wholly-owned subsidiary of My Size Israel.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeHowever, 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.
Biggest changeHowever, if any of the ceasefires 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.
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. 31 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 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. 34 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.
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.
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 are seeking in the future to 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. 14 ● If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operations and financial condition could be adversely affected. ● The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile device applications and custom development services. ● Our growth depends, in part, on the success of our strategic relationships with third parties. ● Changes in economic conditions could materially affect our business, financial condition and results of operations. ● We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business. ● We rely on third-party hosting and cloud computing providers to operate certain aspects of our business.
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. 17 ● If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operations and financial condition could be adversely affected. ● The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile device applications and custom development services. ● Our growth depends, in part, on the success of our strategic relationships with third parties. ● Changes in economic conditions could materially affect our business, financial condition and results of operations. ● We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business. ● We rely on third-party hosting and cloud computing providers to operate certain aspects of our business.
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. 28 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.
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. 31 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.
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. 15 ● 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 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. 18 ● 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.
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. 26 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.
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. 29 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.
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. 29 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.
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. 32 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.
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. 22 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.
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. 25 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.
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. 33 If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.
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. 36 If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.
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. 16 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.
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. 19 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.
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. 23 Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all.
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. 26 Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all.
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. 32 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.
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. 35 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.
Because we only recently started sales efforts, we cannot predict whether, or to what extent, our sales efforts will be successful. 17 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.
Because we only recently started sales efforts, we cannot predict whether, or to what extent, our sales efforts will be successful. 20 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.
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. 19 The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and custom development services.
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. 22 The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and custom development services.
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. 20 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.
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. 23 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.
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. 27 For example, on January 2, 2023, Orgad experienced a fire at its warehouse in Israel.
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. 30 For example, on January 2, 2023, Orgad experienced a fire at its warehouse in Israel.
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. 24 Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.
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. 27 Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.
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 . 21 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.
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 . 24 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.
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. 34 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.
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. 37 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.
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. 35 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.
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. 38 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.
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.
Our audited consolidated financial statements for the year ended December 31, 2025 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, 2025.
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 December 31, 2025, 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.
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.
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 and the U.S.
Any increase in our effective tax rate could have a material impact on our financial results. 25 A significant majority of Orgad’s revenue is from sales of products on Amazon’s U.S.
Any increase in our effective tax rate could have a material impact on our financial results. 28 A significant majority of Orgad’s revenue is from sales of products on Amazon’s U.S.
Companies and businesses may terminate, and may have already terminated, certain commercial relationships with Israeli companies following the ICJ and ICC decisions. 30 Finally, political conditions within Israel may affect our operations.
Companies and businesses may terminate, and may have already terminated, certain commercial relationships with Israeli companies following the ICJ and ICC decisions. 33 Finally, political conditions within Israel may affect our operations.
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; 18 ● 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.
In addition, the acquisition of ShoeSize.Me, Casi Nuevo’s Production Unit, 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; 21 ● 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.
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.
We realized a net loss of approximately $5.9 million and $4.0 million for the years ended December 31, 2025 and 2024, respectively, and had an accumulated deficit of $69.7 million as of December 31, 2025.
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.
We acquired, ShoeSize.Me, Casi Nuevo’s Production Unit, Orgad and Naiz Fit and are seeking in the future to 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.
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.
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.
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.
Most of these competitors have significantly greater financial and other resources than us and have been developing their products and services longer than we have been developing ours.
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.
Any armed conflicts or political instability in the region would likely negatively affect business conditions and could harm our results of operations.
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.
Our Certificate of Incorporation currently authorizes 250,000,000 shares of common stock, of which 4,639,784 are currently outstanding as of April 14, 2026 and our board of directors is authorized to issue additional shares of our common stock.
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.
As of April 14, 2026, we had outstanding warrants to acquire 1,005,062 shares of our common stock and stock options to purchase 11,376 shares of our common stock, which warrants and options are exercisable for prices ranging between $0.01 and $338. The expiration of the term of such options and warrants range from 0.5 years to 4.7 years.
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.
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 may already have an established market in our industry.
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.
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.
The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existing stockholders.
Our MVLS over the 30 consecutive business days as of April 12, 2026 has been approximately $2.8 million. The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existing stockholders.
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.
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 ceasefire agreed to between Israel and Lebanon on November 27, 2024, but in March 2026, hostilities resumed along Israel’s northern border with Lebanon, when Hezbollah resumed its attacks as part of a broader regional escalation.
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.
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.
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.
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. In October 2025, a ceasefire was brokered between Israel and Hamas. However, we cannot predict if and to what extent this ceasefire will remain in effect or upheld.
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.
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.
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.
For example, in partial consideration for the acquisition of ShoeSize.Me, we agreed to issue up to 269,093 shares of our common stock, in 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.
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.
We believe that enhancing our 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.
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.
For example, during 2025, we acquired ShoeSize.Me, a European SaaS company specializing in AI-powered footwear sizing and fit solutions, and Casi Nuevo’s Production Unit, and 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.
In addition, market acceptance and consumer perceptions of AI or ML technologies is uncertain at this point.
In addition, market acceptance and consumer perceptions of AI or ML technologies is uncertain at this point. Additionally, we expect to see increasing government and supranational regulation and ethical concerns related to AI use, which may also significantly increase the burden and cost of research, development and compliance in this area.
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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.
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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.
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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.
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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.
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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.
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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.
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The rapid evolution of AI will require the application of significant resources to design, develop, test and maintain our technology and products to help ensure that AI is implemented in accordance with applicable laws and regulations and in a socially responsible manner and to minimize any real or perceived unintended harmful impacts.
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The legal landscape and subsequent legal protection for the use of AI remains uncertain, and development of the law in this area could impact our ability to enforce our intellectual property or proprietary rights or protect against infringing uses.
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If we do not have sufficient rights to use the data on which AI relies or to the outputs produced by AI applications, we may incur liability through the violation of certain laws, third-party privacy or other rights or contracts to which we are a party.
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Our use of AI applications may also, in the future, result in cybersecurity incidents that implicate the personal data of customers. Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations.
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Our partners or other third-party service providers may also incorporate AI tools into their own offerings, and the providers of these AI tools may not meet existing or rapidly evolving regulatory or industry standards, including with respect to intellectual property, data privacy and cybersecurity.
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Further, bad actors around the world use increasingly sophisticated methods, including the use of AI, to engage in illegal activities involving the theft and misuse of personal information, confidential information and intellectual property.
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Any of these effects could damage our reputation, result in the loss of valuable property and information, cause us to breach applicable laws and regulations, or otherwise adversely impact our business.
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None of our full-time or part-time employees in Israel were called up for reserve service.
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In response, Israel resumed military operations against Hezbollah in Lebanon.
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In addition, in June 2025, in light of continued nuclear threats and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike directly targeting military and nuclear infrastructure inside Iran, aimed at disrupting Iran’s capacity to coordinate or launch further hostilities against Israel, as well as to degrade its nuclear program.
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In response, Iran launched multiple waves of drones and ballistic missiles at Israeli cities.
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While a ceasefire was reached in June 2025 following 12 days of hostilities, on February 28, 2026, the United States and Israel launched coordinated military strikes against Iran, including attacks on strategic military infrastructure and leadership targets, with the stated aim of degrading Iran’s capacity to conduct or support hostile operations against them.
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In response, Iran has fired missiles and drones toward population centers and military installations in Israel, Europe and neighboring countries in the Gulf region, and also launched counter-strikes against U.S. forces and allied bases throughout the Gulf region.
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A two-week ceasefire was brokered in April 2026 to allow the parties to negotiate, but its durability and the prospects for a successful agreement remain uncertain.
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In January 2026, Nasdaq proposed to strengthen its continued listing standards by requiring all companies listed on the Nasdaq Global or Capital Markets to maintain a minimum Market Value of Listed Securities (MVLS) of at least $5 million.
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If a company’s MVLS falls below this threshold for 30 consecutive business days, Nasdaq will immediately suspend trading and delist the company’s securities, with no compliance or cure period.
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While companies may request a hearing to challenge a delisting determination, trading will remain suspended throughout the appeals process, and the hearing panel can only reverse the decision if Nasdaq staff made a factual error.
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If this proposed rule is approved and adopted, any sustained decline in our MVLS below $5 million could result in the immediate suspension and delisting of our securities from Nasdaq, which would materially and adversely affect the liquidity and market price of our shares and could negatively impact our ability to raise capital or attract investors.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeSee “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.” 36 The oversight of cybersecurity threats is undertaken by our Chief Financial Officer. Our audit committee is responsible for cybersecurity oversight and monitoring risk.
Biggest changeSee “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.” 39 The oversight of cybersecurity threats is undertaken by our Chief Financial Officer. Our audit committee is responsible for cybersecurity oversight and monitoring risk.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 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.
Biggest changeITEM 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, which has been exercised. The lease currently expires on June 30, 2026.
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Monthly rent payments, including utilities, amount to approximately $2,000 per month.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAt 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. 37 PART II
Biggest changeAt this preliminary stage, the plaintiff did not provide sufficient documents to support his claims regarding the extent of the alleged damage. Based on the advice of the Company’s legal advisors, we have assessed the claim and estimate the potential exposure of NIS 325,000 (approximately $102,000). ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 40 PART II
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSecurities Authorized for Issuance under Equity Compensation Plans Information 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.
Biggest changeSecurities Authorized for Issuance under Equity Compensation Plans Information 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.
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.
All of the shares of our common stock on the TASE transferred to Nasdaq. Holders As of April 14, 2026, we had 141 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.
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Recent Sales of Unregistered Securities In December 2025, we issued warrants to consultants and a service provider in consideration for services rendered.
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The warrant issued to the service provider is exercisable for 100,000 shares of our common stock, fully vested upon grant, with exercise prices of (i) $1.50 per share for 25,000 shares, (ii) $2.00 per share for 25,000 shares, (iii) $2.50 per share for 25,000 shares and (iv) $3.00 per share for 25,000 shares, and has a term of 60 months from the date of issuance.
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The warrants issued to consultants are exercisable for an aggregate of 70,000 shares of our common stock at an exercise price of $0.01 per share, vesting on March 1, 2026 subject to continued engagement as consultants on such date, and have a term of 60 months from the date of issuance.
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Purchasers of Equity Securities by the Issuer and Affiliates Purchasers We did not repurchase any of our equity securities during the quarter ended December 31, 2025. ITEM 6. [RESERVED] 41

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThis 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.
Biggest changeThis decrease primarily resulted from the payments that were made to suppliers, resources that were deployed to grow our businesses and payments related to acquisition of New Percentil, ShoeSizeMe and Ten Peacks. In January 2025, we entered into an At The Market Offering Agreement, (the “Offering Agreement”) with H.C.
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. 40 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.
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. 43 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.
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. 43 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.
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. 46 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.
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. 39 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 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. 42 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).
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 Acquisition On February 7, 2022, 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.
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.
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 all of our efforts in Russia and expect to dissolve the subsidiary in the near future.
Actual results may differ from these estimates under different assumptions or conditions. 44 Our significant accounting policies were revenue from contracts with customers which are more fully described in the notes to our financial statements included herein.
Actual results may differ from these estimates under different assumptions or conditions. 47 Our significant accounting policies were revenue from contracts with customers which are more fully described in the notes to our financial statements included herein.
Impairment 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.
Impairment 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 $144,000 was recorded for year ended December 31, 2025, compared to $631,000 recorded in impairment of goodwill for year ended December 31, 2024 for the same reason.
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.
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, 2025, we had cash, cash equivalents and restricted cash of $2,557,000 compared to $4,880,000 cash, cash equivalents, restricted cash as of December 31, 2024.
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.
Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the Russian invasion of Ukraine, the security situation in Israel, and a number of other factors, many of which are outside our control, and on our financial performance.
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.
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 1,833,532 shares pursuant to the Offering Agreement for aggregate gross proceeds of approximately $3,127,000.
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.
Net cash provided by financing activities was $2,995,000 for the year ended December 31, 2025 compared to net cash of $5,594,000 for the year ended December 31, 2024.
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.
The other income for the year ended December 31, 2024 resulted from certain downward post-closing adjustment that were made in 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 .
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 .
Year ended December 31 2024 2023 (dollars in thousands) Revenues 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 275 - Impairment of goodwill (631 ) (671 ) Operating loss (3,944 ) (6,741 ) Financial income (expenses), net (5 1 ) 99 Equity accounted losses - (71 ) Income tax benefit - 333 Net loss $ (3,995 ) $ (6,380 ) 41 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenues 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.
Year ended December 31 2025 2024 (dollars in thousands) Revenues $ 9,362 $ 8,257 Cost of revenues (6,362 ) (4,934 ) Gross profit 3,000 3,323 Research and development expenses (597 ) (429 ) Sales and marketing (3,212 ) (3,114 ) General and administrative (4,787 ) (3,368 ) Other income - 275 Impairment of goodwill (144 ) (631 ) Operating loss (5,740 ) (3,944 ) Financial income (expenses), net (112 ) (51 ) Equity accounted losses - - Income tax benefit - - Net loss $ (5,852 ) $ (3,995 ) 44 Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Revenues Our revenues for the year ended December 31, 2025 amounted to $9,362,000 compared to $8,257,000 for year ended December 31, 2024.
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.
The discount rate used is based on the weighted average cost of capital, 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.
Operating 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. 42 Financial (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.
Operating Loss As a result of the foregoing, for the year ended December 31, 2025, our operating loss was $5,740,000, an increase of $1,796,000 or 46%, compared to our operating loss for the year ended December 31, 2024 of $3,944,000. 45 Financial (Expenses) Income, Net Our financial expense, net for the year ended December 31, 2025 amounted to $112,000 compared to $51,000 for the year ended December 31, 2024.
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.
Based on the projected cash flows and cash balances as of December 31, 2025, 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 .
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.
Sales and Marketing Expenses Our sales and marketing expenses for the year ended December 31, 2025 amounted to $3,212,000, an increase of $98,000, or approximately 3% compared to $3,114,000 for the year ended December 31, 2024.
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 from the corresponding period is primarily attributable to Orgad sales as well the inclusion of New Percentil, ShoeSizeMe and Ten Peacks in the consolidated reporting as of December 31, 2025. Cost Of Revenues Our cost of revenues for the year ended December 31, 2025 amounted to $6,362,000 compared to $4,934,000 for the year ended December 31, 2024.
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.
In 2025, the financial income is attributable to the exchange rate differences. Net Loss As a result of the foregoing, our net loss for the year ended December 31, 2025 was $5,852,000 compared to net loss of $3,995,000 for the year ended December 31, 2024. The increase in net loss was mainly due to the reasons mentioned above.
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.
We will need to raise additional capital, which may not be available on reasonable terms or at all.
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 flow used in investing activities was $196,000 for the year ended December 31, 2025 compared to net cash provided by investing activities of $53,000 for the year ended December 31, 2024. The net cash provided to investing activities for the year ended December 31, 2025 was the result of the acquisition of New Percentil and ShoeSizeMe.
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.
Based on our analysis, we the carrying value of the fashion e-commerce 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. and an impairment charge of $144,000 was recorded.
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.
Research and Development Expenses Our research and development expenses for the year ended December 31, 2025 amounted to $597,000, an increase of $168,000, or approximately 39% compared to $429,00 for the year ended December 31, 2024.
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.
General and Administrative Expenses Our general and administrative expenses for the year ended December 31, 2025 amounted to $4,787,000, an increase of $1,419,000, or approximately 42% compared to $3,368,000 for the year ended December 31, 2024.
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 used in operating activities was $5,142,000 for the year ended December 31, 2025 compared to $3,092,000 for the year ended December 31, 2024. The increase in cash used in operating activity is attributable to the increase in the net loss, impairment charge, share-based compensation, amortization of intangibles assets of New Percentil and ShoeSizeMe offset by net working assets.
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.
The net cash provided by financing activities for the year ended December 31, 2025 was the result of the proceeds from the sale of ordinary shares from the Offering Agreement with Wainwright offset by the payment of loans. We expect that we will continue to generate losses and negative cash flows from operations for the foreseeable future.
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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.
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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.
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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.
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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.
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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.
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Our strategy is to build an integrated fashion platform—the infrastructure layer that enable 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.
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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.
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We believe this integrated approach is differentiated in the market. Unlike point solutions that address a single problem, our platform allows 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.
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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.
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Acquisition of Production Unit (Casi Nuevo Kids, S.L.) On May 9, 2025, we acquired, through our wholly-owned Spanish subsidiary New Percentil, the Production Unit of Casi Nuevo, that was judicially awarded to us in April 2025 within the framework of insolvency proceedings of Casi Nuevo filed with Commercial Court No. 13 of Madrid (Spain).
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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.
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The acquisition was completed on the same day.
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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.
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The total purchase price for the acquisition was €610,806.81 (approximately $679,000), which consists of (i) €40,000 (approximately $44,500) paid by our wholly-owned subsidiary, Naiz Fit., (ii) €358,196 (approximately $398,000) for the assumption of certain liabilities owed by Casi Nuevo to its customers, (iii) €48,000 (approximately $53,500) for the assumption of certain debt and social security payments related to former employees of Casi Nuevo who have transferred to New Percentil in connection with the acquisition, or the Percentil Employees, and (iv) €164,610 (approximately $183,000) for the assumption of accrued labor liabilities related to the Percentil Employees.
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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.
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Acquisition of ShoeSize.Me On September 8, 2025, we entered into the ShoeSize Purchase Agreement with the Sellers, who are the holders of 100% of the share capital of ShoeSize.Me, pursuant to which the Sellers agreed to sell us all of the issued and outstanding shares of ShoeSize.Me. The transaction was closed on the same day, or the ShoeSize Closing Date.
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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.
Added
In consideration for the purchase of the shares of ShoeSize.Me and in accordance with the ShoeSize Purchase Agreement, the Sellers received (i) a cash payment of $150,000 and (ii) 241,093 shares of our common stock having an aggregate value of $290,000, determined by dividing $290,000 by the average closing price of our common stock during the seven trading days immediately preceding the ShoeSize Closing Date.
Removed
The discount rate used is based on the weighted average cost of capital (“WACC”), adjusted for the relevant risk associated with business-specific characteristics.
Added
In addition, pursuant to the ShoeSize Purchase Agreement, we issued to a key employee of ShoeSize a warrant, or the ShoeSize Warrant, to purchase up to 28,000 shares of our common stock.
Added
The ShoeSize Warrant, which is subject to vesting upon satisfaction of certain service-based, financial performance and integration milestones, provides for a tiered exercise structure, with (i) 10,000 shares exercisable at $2.00 per share, (ii) 6,000 shares exercisable at $3.00 per share, (iii) 5,000 shares exercisable at $4.00 per share, (iv) 4,000 shares exercisable at $5.00 per share, and (v) 3,000 shares exercisable at $6.00 per share.
Added
The increase in comparison with the corresponding period was due to the inclusion of New Percentil, ShoeSizeMe and Ten Peacks in the consolidated reporting as of December 31, 2025.
Added
The increase was mainly due to the annual salary increase of the retained employees in Naiz Fit as well as the hiring of new employees.
Added
The increase in comparison with the corresponding period was due to the inclusion of New Percentil in the consolidated reporting as of December 31, 2025.
Added
The increase from the corresponding period is primarily attributable the inclusion of New Percentil, ShoeSizeMe and Ten Peacks in the consolidated reporting as of December 31, 2025. Other income There was no other income recorded for the year ended December 31, 2025 as compared to the to $275,000 other income for the year ended December 31, 2024.

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